f, HOUSE tt-TRAVEL we maKe ravet stmprc
The General Manager 9th August,2017 Dept. of Gorporate Services BSE Limited, 1st Floor, New Trading Ring Rotunda Building P.J. Towers, Dalal Street, Fort Mumbai 400 001 Fax No. 022-22721919 Co. Code No.500213
Dear Sirs,
Annual Report
We enclose, in terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, a copy of Annual Report which has been approved and adopted in 36th Annual General Meeting of the Company held on 4th August, 2017.
Thanking you,
Yours faithfully, for lnternational Travel House Limited
Janaki Aggarwal Company Secretary
Encl: A/a.
lnternational Travel House Limited An ISO 9001 Travel Company Registered Ofiice : 'Travel House'T-2, Community Centre, Sheikh Sarai Phase-|, New Delhi-110017,\ndia ClN. : 163040D11981P1C011941 Tel : 91-'11-260'17808, 46059100 Fax : 91-11-26011543, 26015113 E-mail : [email protected] Website : www.travelhouseindia.com Approved by Department of Tourism, Government of lndia . ADTOI . IATA . ICPB . PATA. TAAI . WTO Network Partner GlobalStar Travel Management
leodes in Multinotionql Trcvel INTERNATIONAL TRAVEL HOUSE LIMITED
We make travel simple
World Travel Services from India since 1981
Report and Accounts 2017 International Travel House (ITH), an ISO 9001:2008 company, is a complete travel management organisation with a presence in 17 cities. It was also the first travel company to be listed on the Stock Exchange in India.
Travel House offers a diverse range of services which include corporate travel, air ticketing, car rental, destination management services, leisure holidays, MICE, hotel travel counters and foreign exchange. ITH is a leader in the corporate travel segment in India. The ITH car rental division alone manages a fleet of approximately 1,000 vehicles. It also a partner in the network alliance of GlobalStar Travel Management, a worldwide travel management company owned and managed by local entrepreneurs. GlobalStar has over 85 market leading enterprises, representing over US$14 billion in sales in 74 countries, thereby extending the ITH reach to almost all the major travel destinations of the world.
The ITH network consisting of 28 Travel Offices and 15 Hotel Travel Counters handles clients like Grohe India, Ikea India, Vodafone, Facebook India, Deloitte, ABB India, Infosys and Sony, amongst others.
ITH is recognised and approved as a travel agent and tour operator by International Air Transport Association (IATA) and the Department of Tourism, Government of India. It is affiliated with key professional bodies including the American Society of Travel Agents (ASTA), International Convention Promotion Bureau (ICPB), Pacific Area Travel Association (PATA), Indian Association of Tour Operators (IATO), Federation of Hotel & Restaurant Associations of India (FHRAI) and the Travel Agents Association of India (TAAI). It is also a member of various industry associations like CII, FICCI, and FIEO, amongst others. Driven by its philosophy of excellence in operations and customer service and in order to augment its vision, ITH is constantly developing its platforms, with an aim to reach its customers anywhere, anytime, backed by experienced product and service delivery capabilities. As a measure of its commitment to customer service and satisfaction, ITH operates an easily accessible24X7 helpdesk to assist customers with their travel requirements. In recognition of its commitment to excellence, ITH is also the recipient of several awards from industry associations, industry publications and the Government of India.
Please visit our site: www.travelhouseindia.com
CONTENTS
Board of Directors & Committees 1 CEO & CFO Compliance Certificate 49
Notice of Annual General Meeting 2 Balance Sheet 50
Your Directors 6 Statement of Profit and Loss 51
Report on Corporate Governance 9 Statement of Change in Equity 52
Shareholder Information 17 Cash Flow Statement 53
Report of the Board of Directors & 21 Notes to the Financial Statements 55 Management Discussion and Analysis Auditor’s Report 86 BOARD OF DIRECTORS & COMMITTEES
Chairman and Non-Executive Director Non-Executive Directors Nakul Anand Sudha Pillai Anil Rajput Homi Phiroze Ranina Jagdish Singh Krishan Lal Thapar
BOARD COMMITTEES
Audit Committee Nominations & Remuneration Committee K L Thapar Chairman H P Ranina Chairman S Pillai Member N Anand Member H P Ranina Member S Pillai Member J Singh Member A Rajput Member C S Khaitan (Head of Internal Audit) Invitee J Singh Member A Kumar Invitee K L Thapar Member S Sequeira Invitee J Aggarwal Secretary Representative of Statutory Auditors Invitee J Aggarwal Secretary Corporate Social Responsibility Committee Stakeholders Relationship Committee A Rajput Chairman A Rajput Chairman S Pillai Member J Singh Member J Singh Member J Aggarwal Secretary J Aggarwal Secretary
KEYKEY MANAGERIALMANAGERIAL PERSONNELPERSONNEL
Chief Executive Officer Chief Financial Officer Company Secretary Ajay Kumar Savio Sequeira Janaki Aggarwal
CORPORATE MANAGEMENT COMMITTEE
A Kumar Chairman G Arora Member S Sequeira Member A Bhattacharjee Member J Aggarwal Secretary
Registered Office Statutory Auditors ‘Travel House’, T-2, Community Centre S R Batliboi & Associates LLP Sheikh Sarai, Phase-I, New Delhi-110 017 Chartered Accountants Phone: 011-26017808, Fax: 011-26015113 Gurugram CIN: L63040DL1981PLC011941 Website: www.travelhouseindia.com E-mail: [email protected]
REPORT AND ACCOUNTS 2017 1 International Travel House Limited CIN : L63040DL1981PLC011941 Registered Office : ‘Travel House’, T-2, Community Centre, Sheikh Sarai, Phase-I, New Delhi 110 017 Tel: 011 26017808 Fax: 011 26015113 E-mail : [email protected] Website : www.travelhouseindia.com
NOTICE IS HEREBY GIVEN that the Thirty Sixth other applicable provisions, if any, of the Companies Annual General Meeting of the Members of International Act, 2013, or any amendment thereto or modification Travel House Limited will be held at Air Force Auditorium, thereof, appointment of Mr Ghanshyam Arora, Senior Subroto Park, New Delhi-110 010, on Friday, the 4th day Executive Vice President – Operations, as the Manager of August, 2017 at 9:30 a.m. for the transaction of the of the Company for the period from 6th February, following businesses:- 2017 to 4th April, 2017 and his remuneration for the aforesaid period, as set out in the Explanatory ORDINARY BUSINESS Statement annexed to the Notice convening this Meeting, be and is hereby approved.” 1. To consider and adopt the Financial Statements of the Company for the financial year ended 31st March, 2017, and the Reports of the Board of Directors and The Register of Members of the Company will remain the Auditors. closed from Wednesday, 26th July, 2017 to Friday, 4th August, 2017, both days inclusive. Share Transfers received 2. To declare dividend for the financial year ended in order at the Company’s Registrar and Share Transfer 31st March, 2017. Agents, Messrs MCS Share Transfer Agent Limited, F-65, 3. To appoint a Director in place of Mr Anil Rajput 1st Floor, Okhla Industrial Area, Phase-I, New Delhi (DIN: 00022289) who retires by rotation and, being -110 020 by 5:30 p.m. on Tuesday, 25th July, 2017, will be eligible, offers himself for re-appointment. processed for payment of dividend, if declared, to the transferees or to their mandatees, and the dividend, if 4. To consider and, if thought fit, to pass the following declared, will be paid on Monday, 14th August, 2017 to resolution as an Ordinary Resolution:- those Members entitled thereto and whose names will “Resolved that, in accordance with the provisions appear in the Register of Members of the Company on of Sections 139 and 142 of the Companies Act, 4th August, 2017, or to their mandatees, subject however 2013, or any amendment thereto or modification to the provisions of Section 126 of the Companies Act, thereof, Messrs Deloitte Haskins & Sells LLP, 2013, or any amendment thereto or modification thereof. Chartered Accountants (Registration No. 117366W In respect of dematerialised shares, the dividend will be / W-100018), be and are hereby appointed as the paid on the basis of beneficial ownership as on 25th July, Auditors of the Company from the conclusion of 2017, as per details to be furnished by National Securities this Annual General Meeting to hold such office Depository Limited (NSDL) and Central Depository for a period of five years till the conclusion of the Services (India) Limited (CDSL) for this purpose. Forty First Annual General Meeting, subject to ratification at every Annual General Meeting, at a remuneration of ` 15,00,000/- to conduct the audit for the financial year 2017-18, plus applicable taxes, and reimbursement of out-of-pocket expenses incurred.” By Order of the Board International Travel House Limited SPECIAL BUSINESS
5. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:- “Resolved that, in accordance with the provisions Place: New Delhi J Aggarwal of Sections 196 and 203 read with Schedule V and Date : 22nd April, 2017 Company Secretary
REPORT AND ACCOUNTS 2017 2 NOTES: 1. A Member entitled to attend and vote at the Annual Details of the unclaimed dividend and particulars with respect General Meeting (‘AGM’) may appoint a proxy to to corresponding shares due for transfer to the IEPF are attend and vote on his behalf. A proxy need not be a available on the Company’s website www.travelhouseindia. Member of the Company. Proxies, in order to be effective, com under the section ‘Investor Relations’ in ‘Shareholder must be received at the Registered Office of the Company not Value’. less than forty-eight hours before the commencement of the Dividend and corresponding shares, as stated above, once AGM i.e. by 9.30 a.m. on 2nd August, 2017. transferred to the IEPF by the Company, may be claimed only 2. Corporate Members are required to send to the Registered from the IEPF Authority by following the procedure prescribed Office of the Company a certified copy of the Board Resolution, under the IEPF Rules. pursuant to Section 113 of the Companies Act, 2013 (‘the Act’), Ms J Aggarwal, Company Secretary, is the Nodal Officer of the authorising their representative(s) to attend and vote at the Company for the purpose of verification of such claims. AGM. 7. Members who wish to update or register their e-mail addresses 3. Explanatory Statement, pursuant to Section 102 of the Act, with the Company or with the Depositories may use the Form relating to the Special Business to be transacted at this AGM, for updation / registration which can be downloaded from is annexed. the Company’s website www.travelhouseindia.com under the 4. In terms of Section 108 of the Act read with Rule 20 of the section ‘Investor Relations’ in ‘Shareholder Value’. Companies (Management and Administration) Rules, 2014, the Resolutions for consideration at this AGM will be transacted 8. Members are required to bring their admission slips to the through remote e-voting (facility to cast vote from a place AGM. Duplicate admission slips or copies of the Report and other than the venue of the AGM) for which purpose the Accounts will not be made available at the AGM venue. Board of Directors of the Company (‘the Board’) have engaged 9. Members may visit the Company’s website to view the Financial the services of CDSL. Statements or access information pertaining to the Company. The facility for voting through ballot paper will be available Queries, if any, should be sent at least 10 days before the AGM at the AGM venue for those Members who do not cast their to the Company Secretary at the Registered Office of the votes by remote e-voting prior to the AGM. Members, who Company. cast their votes by remote e-voting, may attend the meeting but 10. The procedure with respect to remote e-voting is provided will not be entitled to cast their votes once again. The Board below: has appointed Mr Girish Nathani (Membership No.: 088716), (i) The period for remote e-voting begins on Partner, Girish Neelam & Associates, Chartered Accountants, Monday, 31st July, 2017 at 9.00 a.m. and ends as the Scrutinizer to scrutinize the process of remote e-voting on Thursday, 3rd August, 2017 at 5.00 p.m. and voting through ballot paper at the AGM venue. During this period, Members of the Company, 5. Voting rights will be reckoned on the paid-up value of shares holding shares either in certificate form or registered in the name of the Members on 28th July, 2017 in dematerialised form, as on the cut-off (cut-off date). Only those Members whose names are date i.e. 28th July, 2017, may cast their votes recorded in the Register of Members of the Company or in the electronically. The e-voting module shall be Register of Beneficial Owners maintained by the Depositories disabled by CDSL for voting thereafter. as on the cut-off date will be entitled to cast their votes by (ii) The Members should log on to the e-voting website remote e-voting or voting through ballot paper at the AGM www.evotingindia.com. venue. A person who is not a Member on the cut-off date should accordingly treat this Notice as for information purposes only. (iii) Click on ‘Members’. 6. Unclaimed dividend for the financial year ended 31st March, (iv) Now enter your user ID as under: 2010 and the corresponding Equity Shares of the Company (a) For CDSL: 16 digits beneficiary ID, in respect of which dividend entitlements have remained (b) For NSDL: 8 character DP ID followed by 8 digit unclaimed for seven consecutive years from the financial year Client ID, ended 31st March, 2010 will be due for transfer to the Investor Education and Protection Fund of the Central Government (c) Members holding shares in certificate form (‘IEPF’) on 16th September, 2017, pursuant to the provisions should enter Folio Number registered with the of Section 124 of the Act read with the Investor Education Company. and Protection Fund Authority (Accounting, Audit, Transfer (v) Thereafter enter the image verification code as and Refund) Rules, 2016 (‘IEPF Rules’). In respect of the said displayed and Click on ‘Login’. dividend and corresponding shares, it will not be possible (vi) If you are holding shares in dematerialised form and to entertain any claim received by the Company after 14th had logged on to www.evotingindia.com and casted September, 2017. your vote earlier for any company, then your existing
REPORT AND ACCOUNTS 2017 3 user ID and password are to be used. If you have Resolution and option ‘No’ implies that you dissent to forgotten the password then enter user ID and the the Resolution. image verification code and click on forgot password (xiii) Click on the ‘Resolutions File Link’ if you wish to & enter the details as prompted by the system. view the entire Resolution details. (vii) If you are a first time user, follow the steps given below: (xiv) After selecting the Resolution you have decided to PAN Enter your 10 digit alpha-numeric PAN issued by vote on, click on ‘Submit’. A confirmation box will Income Tax Department (Applicable to shareholders be displayed. If you wish to confirm your vote, click on holding shares in both certificate form and ‘Ok’, else to change your vote, click on ‘Cancel’ and dematerialised form). accordingly modify your vote. • Members who have not updated their PAN with the (xv) Once you ‘Confirm’ your vote on the ‘Resolution’, Company / Depository Participant are requested you will not be allowed to modify your vote. to use first two letters of their name in CAPITAL (xvi) You can also take a print of the votes cast by clicking letters and the 8 digits of the sequence number in on ‘Click here to print’ option on the Voting page. the PAN field as provided in the Admission Slip or (xvii) Members can also cast their vote using CDSL’s on email. mobile app ‘CDSL m-Voting’ available for Android, • In case the sequence number is less than 8 digits, Apple and Windows based mobiles. This app can be enter the applicable number of 0s before the downloaded from Google Play Store, App Store and number and after the first two characters of the the Windows Phone Store respectively. Please follow name, e.g. if your name is Ramesh Kumar with the instructions as prompted by the mobile app while sequence number 1, then enter RA00000001 in the voting on your mobile. PAN field. (xviii) Note for Non–Individual Shareholders and Dividend Enter the Dividend Bank Details or Date of Birth Custodians Bank (in dd/mm/yyyy format) as recorded in your demat • Non-Individual shareholders (i.e. other than Details account or in the Company records in order to login. Individuals, HUF, NRI etc.) and Custodians are OR If both the details are not recorded with the required to log on to www.evotingindia.com and register themselves as Corporates. Date Depository or Company, please enter your user ID of in the Dividend Bank details field as mentioned in • A scanned copy of the Registration Form bearing Birth instruction (iv). the stamp and sign of the entity should be emailed to [email protected]. (viii) After entering these details appropriately, click on • After receiving the login details, a Compliance ‘Submit’. User should be created using the admin login and (ix) Members holding shares in certificate form will then password. The Compliance User would be able to reach directly to the Company selection screen. The link the account(s) for which they wish to vote on. above details can be used by them only for remote • The list of accounts linked in the login should be e-voting on the resolutions contained in this Notice. mailed to [email protected] and on (x) Members holding shares in dematerialised form approval of the accounts they would be able to will then reach ‘Password Creation’ menu wherein cast their vote. they are required to mandatorily change their login • A scanned copy of the Board Resolution and password in the new password field. Kindly note that Power of Attorney (POA) which they have this password can be used for voting for resolutions issued in favour of the Custodian, if any, should of any other company on which you are eligible to be uploaded in PDF format in the system for the vote, provided that company opts for e-voting through Scrutinizer to verify the same. CDSL platform. It is strongly recommended not to (xix) Those who become Members of the Company after
share your password with any other person and take despatch of the Notice but on or before 28 July, 2017 utmost care to keep your password confidential. (cut-off date) may follow the steps from Sl. Nos. (ii) (xi) Now select the relevant ‘Company Name’ on which to (xviii) mentioned above for casting of vote. you choose to vote. (xx) In case you have any queries or issues regarding e-voting, you (xii) On the voting page, you will see ‘Resolution may refer to the Frequently Asked Questions and e-voting Description’ and against the same the option ‘Yes manual available at www.evotingindia.com, under help section / No’ for voting. Select the option Yes or No as or write an email to [email protected]. You may desired. The option ‘Yes’ implies that you assent to the also address your queries / grievances relating to remote
REPORT AND ACCOUNTS 2017 4 e-voting or voting at the meeting to Ms J Aggarwal, applicable, and in absence of any such provision, perquisites the Compliance Officer of the Company at e-mail shall be valued at actual cost. However, the following shall not ID [email protected] or at telephone nos.: be included in the aforesaid perquisite limit: 011 26017808 / 117 / 119. a) Contributions to Provident Fund and Superannuation (xxi) General Information Fund up to 27% of Consolidated Salary and contribution (a) There will be one vote for every Client ID No. / to Gratuity Fund up to 8.33% of Consolidated Salary, as Registered Folio No. irrespective of the number defined in the Rules of the respective Funds, or up to such of joint holders. other limit as may be prescribed under the Income-tax Act and the Rules thereunder for this purpose. (b) The Results of voting will be declared within 48 hours from the conclusion of the AGM and b) Use of Company car for official purposes. the Resolutions will be deemed to be passed c) Encashment of unavailed leave at the end of the tenure on the date of the AGM, subject to receipt or cessation of service, as per the Rules of the Company. of requisite number of votes. The declared Mr Arora stepped down as Manager of the Company with Results, along with the Scrutinizer’s Report, will effect from close of work on 4th April, 2017, consequent to be available forthwith on the Company’s website appointment of Mr Ajay Kumar as the Chief Executive Officer www.travelhouseindia.com under the section of the Company with effect from 5th April, 2017. ‘Investor Relations’ and on the website of CDSL; The aggregate of the remuneration and perquisites / such Results will also be forwarded to BSE Limited. benefits, including contributions towards Provident Fund, EXPLANATORY STATEMENT Superannuation Fund and Gratuity Fund, paid to Mr Arora as the Manager of the Company has not exceeded the limits Annexed to the Notice convening the Thirty Sixth Annual General prescribed under the Companies Act, 2013. Meeting to be held on Friday, 4th August, 2017. Brief resume of Mr Arora is provided below. Item 5 Mr Arora (58), is a Commerce Graduate having over 34 years Mr Jehangir Jal Ghadiali who was on deputation from ITC Limited of experience in travel trade. (ITC), stepped down as Managing Director of the Company with effect from 27th January, 2017, consequent to his reversion to ITC. Mr Arora has been associated with the Company since 1982. As In order to strengthen the executive management of the Company Senior Executive Vice President (Operations), he has provided and as an interim arrangement, the Board of Directors of the directions to all business verticals viz. Travel, Transport and Company (‘the Board’) at the meeting held on 6th February, 2017, Leisure. He has also played a supportive role towards the on the recommendation of the Nominations & Remuneration respective branch managers, maintained public relations with Committee, appointed Mr Ghanshyam Arora, Senior Executive clients and suppliers and represented the Company in various Vice President – Operations, as also the Manager of the Company trade fora. with effect from 6th February, 2017 on the following remuneration, He neither holds any share in the Company nor is he related subject to the approval of the Members of the Company: to any Director or Key Managerial Personnel of the Company. i) Consolidated Salary : ` 1,14,375/- per month with annual Mr Arora and his relatives are interested in this Resolution. increments as applicable to his Grade. None of the Directors and Key Managerial Personnel of the ii) Consolidated Allowance : ` 82,756/- per month. Company, or their relatives, is interested in this Resolution. iii) House Rent Allowance : ` 53,788/- per month. The Board recommends this Resolution for your approval. iv) Performance Bonus : Not exceeding ` 1,80,000/- per annum. v) Perquisites - In addition to the aforesaid remuneration, Mr Arora shall be entitled to perquisites like medical reimbursement, By Order of the Board leave travel allowance for self and family, reimbursement International Travel House Limited for residential telephone, group mediclaim insurance etc. in accordance with the Rules of the Company, the monetary value of such perquisites being limited to ` 1,45,000/- per annum, for the purposes of which limit, perquisites shall be valued as Place : New Delhi J Aggarwal per the provisions of the Income-tax Act / Rules, wherever Date : 22nd April, 2017 Company Secretary
REPORT AND ACCOUNTS 2017 5 International Travel House Limited
YOUR DIRECTORS
N Anand Committee Membership of other Companies
Nakul Anand (60), DIN: 00022279, a Non-Executive Director Name of the Committee Position of the Company since 6th January, 1998, was appointed the Company Chairman of the Company effective 21st March, 2009. He Gujarat Hotels Limited Nominations & Remuneration Member is an Executive Director on the Board of ITC Limited and Committee holds responsibility for the Hospitality, Travel & Tourism and Landbase India Limited Nominations & Remuneration Member Lifestyle Retailing businesses of ITC. An Economics Honours Committee graduate from Delhi University with an AMP degree from Bond University, Australia, he joined ITC Hotels’ Management Fortune Park Hotels Corporate Social Responsibility Chairman Limited Committee Training Programme in 1978 and also served as the Managing Director of erstwhile ITC Hotels Limited during the period Srinivasa Resorts Nominations & Remuneration Chairman 2003-05. Limited Committee
In a career that spans close to four decades, Anand has S PilIai been acknowledged in the hotels and tourism industry for his vision and commitment. Leveraging the significant Sudha Pillai (66), DIN: 02263950, was appointed as a Non- learning of sustainable excellence within ITC, he led the Executive Independent Director of the Company on 10th team at ITC Hotels to pioneer the concept of ‘Responsible March, 2014. She holds Masters Degrees in Psychology and Luxury’ in the hospitality industry, securing LEED® Platinum Public Administration. She joined the Indian Administrative Services in 1972 in the Kerala Cadre and in her illustrious certifications for all ITC super premium luxury hotels, career she has held eminent positions as Principal Secretary making it the ‘Greenest Luxury Hotel Chain in the world’. (Finance) - Govt. of Kerala, Under Secretary - Department He has formulated value-based strategies to create a unique of Supply, Joint Secretary - Department of Company quality control model. His dynamic leadership and passion Affairs, Additional Secretary - Ministry of Mines and Rural for the business is recognised and acknowledged by his Development & Panchayati Raj and Secretary - Ministry of peers. He is the Chairman of the Federation of Associations Labour and Employment & the Planning Commission. After in Indian Tourism & Hospitality and also a member of the her superannuation in 2010 she was elevated as Member National Tourism Advisory Council constituted by the Secretary Planning Commission with the rank of Minister Ministry of Tourism, Government of India. Anand has been of State. a past President of the Hotel Association of India and past She has contributed immensely in promoting reforms Chairman of the CII National Tourism Committee. and legal systems in India and notable amongst these were liberalising the industrial licensing regime, historic Other Directorships amendment of MRTP Act, drafting of the Companies Bill, 1993, Panchayats Extension to Scheduled Areas Act, Name of the Company Position 1996, processing amendment of the Constitution of India, enactment of Unorganised Workers’ Social Security Law, Gujarat Hotels Limited Chairman & Director 2008, implementation of Bundelkhand Package 2009-12, Landbase India Limited Chairman & Director formulation and implementation of New Land Use Policy Fortune Park Hotels Limited Chairman & Director for Mizoram 2009-12 and implementation of the Integrated Action Plan for Naxal affected districts 2010-12. WelcomHotels Lanka (Private) Limited* Chairman & Director Pillai has rich experience in policy formulation relating to Srinivasa Resorts Limited Vice Chairman & Director Technology Transfer, Foreign Investment and Competition ITC Limited Executive Director Law, National Skill Development Policy and National Policy on Occupational Safety and Health. She also has served Bay Islands Hotels Limited Director as a member of high powered bodies on infrastructure Maharaja Heritage Resorts Limited Director development.
REPORT AND ACCOUNTS 2017 6 International Travel House Limited
YOUR DIRECTORS
Other Directorships become Non-Official Member of Managing Body of Indian Red Cross Society (Delhi Branch) and the Executive Council Name of the Company Position of St. John’s Ambulance (India) Delhi Center. Jubilant Life Sciences Limited Director Fullerton India Credit Company Limited Director Other Directorships Dalmia Cement (Bharat) Limited Director Name of the Company Position Dalmia Bharat Limited Director PHD Chamber of Commerce and Industry Member, Executive Committee OCL India Limited Director Jubilant Generics Limited Director Committee Membership of other Companies: Committee Membership of other Companies Nil Name of the Company Committee Position H P Ranina Jubilant Life Sciences Limited Nomination, Remuneration Chairman and Compensation Homi Phiroze Ranina (70), DIN: 00024753, was appointed as Committee a Non-Executive Director of the Company on 1st August, Audit Committee Member 1983 and is an Independent Director on the Board. Sustainability & CSR Member Committee He is a Chartered Accountant and Advocate by qualification and is currently practicing as an Attorney, having specialisation Fullerton India Credit Audit Committee Member in Taxation, Corporate and Foreign Exchange Laws of India. Company Limited CSR Committee Member He wrote his first book on Income Tax at the age of 25 and, Jubilant Generics Limited Nomination & Chairman thereafter, he has authored several publications. Remuneration Committee He is a prolific writer, having written more than 2000 articles. Audit Committee Member He was appointed by the Government of India as a Member Dalmia Cement (Bharat) Limited Audit Committee Member of a Committee of Experts to draft a new Income Tax Law. He has addressed more than 500 professional seminars on A Rajput Taxation and Economics, Foreign Exchange Regulation Law both in India and abroad. Anil Rajput (61), DIN: 00022289, was appointed as a Non- Executive Director of the Company on 29th May, 2000. He is Ranina is a recipient of the “Outstanding Young Persons an MBA from FMS, Delhi University and joined ITC Limited Award” both at the State and National levels from the Jaycees. He has also been bestowed the “Economic Analyst in 1976. During the course of the last 41 years, he has held Par Excellence” award by Rotary International. various positions in ITC Limited. He was seconded to Travel He was nominated by the Government of India as a Director House as part of the start-up team and during his tenure on the Central Board of the Reserve Bank of India on 27th between 1983 and 1989, he laid the strong foundation for November, 2000 and was re-appointed for a further period its domestic networking across India. He was then assigned of five years in June 2006. He was Chairman of the Inspection responsibility in ITC’s Hotels Division where he was engaged and Audit Committee of the Reserve Bank of India for twelve in finance, projects and development. He was associated with years. He also served for six years on the Board of Payment various prestigious hotel projects viz. ITC Grand Maratha, ITC and Settlement Systems. Grand Central, Mumbai, and ITC Sonar, Kolkata. In the year 2003, he moved to ITC’s Corporate Affairs function and is the Other Directorships head of Corporate Affairs as Senior Vice President. Currently Name of the Company Position he is also holding the Membership of Academic / Professional organisations viz. FMS, Skal International. He is Secretary of Pennwalt Limited Director Cuisine India Society, Chairman of FICCI CASCADE and Dover India Private Limited Alternate Director ASSOCHAM CSR Committe and member of Corporate Law Committe and Executive Committees of FICCI and Committee Membership of other Companies: International Chamber of Commerce, India. Recently he has Nil
REPORT AND ACCOUNTS 2017 7 International Travel House Limited
YOUR DIRECTORS
J Singh K L Thapar Jagdish Singh (51), DIN: 00042258, was appointed as a Non- Krishan Lal Thapar (84), DIN: 00022283, was appointed as Executive Director of the Company on 5th September, 2016. a Non-Executive Independent Director of the Company A Commerce graduate and a Chartered Accountant, Singh on 9th March, 2004. He is a former Principal Advisor to the joined ITC Limited in the year 1990. During these 26 years, he Government of India in the Planning Commission and is has held various positions in the finance function. He started presently the Chairman of the Asian Institute of Transport his career in Treasury and moved as Corporate Accountant, Development. The Institute is an acknowledged centre of Commercial Manager at Cigarette factory at Munger, and excellence for research and studies in the infrastructure Head of Finance at ITC Essentra Limited. He was then the sector with a special consultative status with the United Head of Treasury between 2005 and 2015 and presently is Nations. Head of Finance at ITC’s Hotels Division. Thapar has wide ranging experience spanning over more than Other Directorships four decades in policy formulation, planning, investment and management of infrastructure at national and international Name of the Company Position levels. He has chaired and served on several Commissions Gujarat Hotels Limited Director and Committees set up by the Government and International Fortune Park Hotels Limited Director Bodies. Bay Islands Hotels Limited Director As Advisor and Consultant to international institutions such Srinivasa Resorts Limited Director as United Nations, World Bank, Asian Development Bank, Maharaja Heritage Resorts Limited Director he has served in a number of countries. He holds a Master Degree in Humanities and is an alumnus of professional Mimec (India) Limited Director institutions like the Economic Development Institute of Logix Developers Private Limited Additional Director the World Bank, British Staff College etc. He does not hold directorship of any other company. Committee Membership of other Companies Notes: Name of the Company Committee Position 1. Other Directorships and Committee Memberships of Gujarat Hotels Limited Stakeholders Chairman Directors are as on 22nd April, 2017. Relationship Committee Audit Committee Member 2. Committee Memberships cover Committees under Nominations and Member the Companies Act, 2013 viz, Audit Committee, Remuneration Committee Stakeholders Relationship Committee, Nomination Fortune Park Hotels Limited Corporate Social and Remuneration Committee and CSR Committee of Responsibility Committee Member Indian Companies. Srinivasa Resorts Limited Audit Committee Chairman *Denotes Foreign Company
REPORT AND ACCOUNTS 2017 8 International Travel House Limited
REPORT ON CORPORATE GOVERNANCE
The Directors present the Company’s Report on Corporate Management Committee can engage in the task of strategic Governance pursuant to the Securities and Exchange Board management of the Company as a whole, leaving the task of India (Listing Obligations and Disclosure Requirements) of day-to-day executive management with the empowered Regulations, 2015 (‘Listing Regulations’). Functional Heads under the overall guidance and direction of the Managing Director / Manager / CEO. THE COMPANY’S GOVERNANCE PHILOSOPHY BOARD OF DIRECTORS The Company firmly believes in good Corporate Governance and has made it a practice and a continuous process of In terms of the Company’s Corporate Governance Policy, development right across the Company. The Company’s all statutory and other significant and material information philosophy on Corporate Governance envisages attainment are placed before the Board to enable it to discharge its of a high level of transparency and accountability in the responsibility of strategic supervision of the Company as functioning of the Company and conduct of business, trustees of the shareholders. and places due emphasis on regulatory compliance. It has empowered the Executive Management to take decisions Composition with regard to day-to-day operations and has also created checks and balances that such decisions are taken with care The composition of the Board is balanced, comprising and responsibility to meet stakeholders’ aspirations and entirely of Non-Executive Directors, including independent societal expectations. professionals. The present strength of the Board is six. The Company’s Corporate Philosophy is focused on its Composition of the Board as on 31st March, 2017 people who are its most important asset and it values its employees’ integrity, creativity, ability, judgment and opinions, Category No. of Percentage to who in turn demonstrate the highest ethical standards and Directors total no. of responsibility towards the shareholders. This has helped the Directors Company take rapid strides in its pursuit of excellence. Non-Executive 3 50 The Company is committed to enhance shareholder value in Independent Directors a fair and transparent manner and has been in the forefront Other Non-Executive 3 50 for benchmarking itself with the best business practices Directors globally. Total 6 100 The Governance Structure The practice of Corporate Governance in the Company Meetings and Attendance takes place at three interlinked levels: During the financial year ended 31st March, 2017, five i. Strategic supervision - by the Board of Directors (‘the meetings of the Board were held, as follows: Board’); ii. Strategic management - by the Corporate Management Sl. Date Board No. of Committee; and No. Strength Directors iii. Executive management - by the Functional Heads under present the overall guidance and direction of the Managing 1 16th April, 2016 8 6 Director / Manager / Chief Executive Officer (CEO). 2 11th August, 2016 8 8 This three-tier structure enables the Board to carry out the task of strategic supervision as trustees of shareholders, 3 28th October, 2016 8 7 unencumbered by the task of strategic management, in a 4 23rd January, 2017 7 7 manner that imparts objectivity and secures sharpened accountability from the management. Similarly, the Corporate 5 6th February, 2017 6 5
REPORT AND ACCOUNTS 2017 9 International Travel House Limited
REPORT ON CORPORATE GOVERNANCE
Directors’ attendance at the Board Meetings during the financial year and the last Annual General Meeting (AGM) as also their other Directorships and Committee Memberships are given below: Sl. Director Category No. of Attendance No. of No. of Membership(s) / No. Board at last other Chairmanship(s) of Audit Meetings AGM Directorship(s) Committee / Stakeholders attended Relationship Committee of other Indian public limited companies 1 N Anand Chairman & 5 Yes 8 Nil Non-Executive Director 2 A Baijal1 Non-Executive 3 No NA NA Independent Director 3 S Pillai Non-Executive 5 Yes 6 4 Independent Director 4 H P Ranina Non-Executive 3 Yes 2 Nil Independent Director 5 K L Thapar Non-Executive 5 Yes Nil Nil Independent Director 6 A Pathak2 Non-Executive Director NA NA NA NA 7 A Rajput Non-Executive Director 4 Yes Nil Nil 8 J Singh3 Non-Executive Director 5 Yes 7 3 (Including 2 as Chairman) 9 J J Ghadiali4 Managing Director 4 Yes NA NA
1. Ceased to be Non-Executive Independent Director w.e.f. 30th December, 2016. 2. Ceased to be Non-Executive Director w.e.f. 15th April, 2016. 3. Appointed Non-Executive Director w.e.f. 16th April, 2016. 4. Ceased to be Managing Director w.e.f. 27th January, 2017.
COMMITTEES OF THE BOARD • reliability of financial and other management information Currently, there are four Committees of the Board - the and adequacy of disclosures; Audit Committee, the Stakeholders Relationship Committee, • compliance with all relevant statutes. the Nominations & Remuneration Committee and the The role of the Committee includes the following: Corporate Social Responsibility Committee. The terms of • To oversee the Company’s financial reporting process and reference of the Board Committees are determined by the the disclosure of its financial information to ensure that Board from time to time. Meetings of each Board Committee the financial statements are correct, sufficient and credible; are convened by the respective Committee Chairman. Signed • To recommend the appointment, remuneration, terms of minutes of Board Committee meetings are placed for the appointment and removal of Statutory Auditors, and to information of the Board. The role and composition of these review the manner of rotation of Statutory Auditors; Committees, including the number of meetings held during the financial year and the related attendance, are provided • To approve transactions of the Company with related below. parties, including modifications thereto; • To review and monitor the Statutory Auditor’s A. AUDIT COMMITTEE independence and performance, and effectiveness of the The Audit Committee of the Board, provides reassurance to audit process; the Board on the existence of an effective internal control • To evaluate the Company’s internal financial controls and environment that ensures: risk management systems; • efficiency and effectiveness of operations; • To review with the management the following: • safeguarding of assets and adequacy of provisions for all - Annual financial statements and Auditor’s Report liabilities; thereon before submission to the Board for approval;
REPORT AND ACCOUNTS 2017 10 International Travel House Limited
REPORT ON CORPORATE GOVERNANCE
- Quarterly financial statements before submission to the Attendance at Audit Committee Meetings held during the Board for approval; financial year: • To review the following: Member No. of meetings attended - Management discussion and analysis of financial K L Thapar 4 condition and results of operations; S Pillai 4 - Adequacy of internal control systems and the Company’s statement on the same prior to endorsement by the H P Ranina 3 Board, such review to be done in consultation with the J Singh1 3
management, Statutory and Internal Auditors; 1. Appointed Member w.e.f. 16th April, 2016. - Reports of Internal Audit and discussion with Internal B. STAKEHOLDERS RELATIONSHIP Auditors on any significant findings and follow-up COMMITTEE thereon; The Stakeholders Relationship Committee of the Board - System for storage, retrieval, security etc. of books of oversees redressal of shareholder and investor grievances account maintained in the electronic form; and, inter alia, approves sub-division / consolidation / renewal - Functioning of Whistleblower mechanism in the / issue of duplicate share certificates etc. Company. Composition Composition The Stakeholders Relationship Committee presently The Audit Committee presently comprises four Non- comprises two Non-Executive Directors. The Company Executive Directors, three of whom are Independent Secretary is the Secretary to the Committee. Directors. The Chairman of the Committee is an Independent The names of the members of the Stakeholders Relationship Director. The Managing Director / Chief Executive Officer, Committee, including its Chairman, are provided under the the Chief Financial Officer, the Head of Internal Audit and the section ‘Board of Directors & Committees’ in the Report and representative of the Statutory Auditors are Invitees to the Accounts. meetings of Audit Committee. The Head of Internal Audit, Meetings and Attendance who reports to the Audit Committee, is the Coordinator, and During the financial year ended 31st March, 2017, eleven the Company Secretary is the Secretary to the Committee. meetings of the Stakeholders Relationship Committee were All members of the Committee are financially literate and held, as follows: two members have accounting and financial management Sl. Date Committee No. of expertise. The names of the members of the Audit No. Strength Members Committee, including its Chairman, are provided under the present section ‘Board of Directors & Committees’ in the Report and Accounts. 1 16th April, 2016 3 2 Meetings and Attendance 2 11th May, 2016 3 3 During the financial year ended 31st March, 2017, four 3 15th June, 2016 3 3 meetings of the Audit Committee were held, as follows: 4 11th August, 2016 3 3 Sl. Date Committee No. of 5 28th October, 2016 3 3 No. Strength Members 6 30th November, 2016 3 3 present 7 20th December, 2016 3 3 1 16th April, 2016 3 3 8 23rd January, 2017 3 3 2 11th August, 2016 4 4 9 6th February, 2017 2 2 3 28th October, 2016 4 3 10 27th February, 2017 2 2 4 23rd January, 2017 4 4 11 30th March, 2017 2 2
REPORT AND ACCOUNTS 2017 11 International Travel House Limited
REPORT ON CORPORATE GOVERNANCE
Attendance at Stakeholders Relationship Committee Attendance at Nominations & Remuneration Committee Meetings held during the financial year: Meetings held during the financial year:
Member No. of meetings Member No. of meetings attended attended
A Rajput 10 H P Ranina 2 J J Ghadiali1 8 N Anand 4 J Singh2 11 A Baijal1 1 1. Ceased to be Member w.e.f. 27th January, 2017. S Pillai 4 2. Appointed Member w.e.f. 16th April, 2016. A Rajput 3 C. NOMINATIONS & REMUNERATION J Singh2 3 COMMITTEE K L Thapar 4
The Nominations & Remuneration Committee of the Board, 1. Ceased to be Member w.e.f. 30th December, 2016. inter alia, identifies persons qualified to become Directors 2. Appointed Member w.e.f. 16th April, 2016. and formulates criteria for evaluation of performance of the Independent Directors & the Board. The Committee’s role Remuneration Policy also includes recommending to the Board the appointment, remuneration and removal of Directors & Corporate The Company’s remuneration policy aims at attracting Management Committee Members. and retaining high calibre talent. The remuneration policy, therefore, is market-led and takes into account the competitive Composition circumstance of each business so as to attract and retain The Nominations & Remuneration Committee presently quality talent and leverage performance significantly. comprises six Non-Executive Directors. The Chairman of The Policy on remuneration of Directors, Key Managerial the Committee is an Independent Director. The Company Personnel and other employees of the Company is provided Secretary is the Secretary to the Committee. in the Annexure forming part of this Report. The names of the members of the Nominations & Remuneration Committee, including its Chairman, Remuneration of Directors are provided under the section ‘Board of Directors & Committees’ in the Report and Accounts. The remuneration of the Managing Director was determined by the Board, on the recommendation of the Nominations Meetings and Attendance & Remuneration Committee. The recommendation of the During the financial year ended 31st March, 2017, four Committee was considered and approved by the Board meetings of the Nominations & Remuneration Committee subject to the approval of the Shareholders and other were held, as follows: approvals as may be necessary. The Managing Director was entitled to performance bonus for each financial year up Sl. Date Committee No. of to a maximum of 50% of his consolidated salary, as may be No. Strength Members determined by the Board, on the recommendation of the present Nominations & Remuneration Committee. 1 16th April, 2016 6 4 Non-Executive Directors are entitled to sitting fees for 2 28th October, 2016 7 6 attending meetings of the Board / Committees thereof, the quantum of which is determined by the Board. The sitting 3 23rd January, 2017 6 6 fees as determined by the Board are ` 20,000/- and `10,000/- 4 6th February, 2017 6 5 for each meeting of the Board and Committee respectively.
REPORT AND ACCOUNTS 2017 12 International Travel House Limited
REPORT ON CORPORATE GOVERNANCE
Details of Remuneration paid to the Directors during the financial year ended 31st March, 2017: (` in Lakhs) Director Consolidated Supplementary Perquisites and Performance Total Sitting Salary Allowance other Benefits Bonus Fees Executive Director J J Ghadiali1 19.31 14.12 36.20 9.66 79.14 - Non-Executive Directors N Anand ------A Baijal2 - - - - - 0.50 A Pathak3 ------S Pillai - - - - - 2.00 A Rajput ------H P Ranina - - - - - 1.20 J Singh4 ------K L Thapar - - - - - 1.90
1. Ceased to be Managing Director w.e.f. 27th January, 2017. 2. Ceased to be Non-Executive Independent Director w.e.f. 30th December, 2016. 3. Ceased to be Non-Executive Director w.e.f. 15th April, 2016. 4. Appointed Non-Executive Director w.e.f. 16th April, 2016. Note: Disclosure with respect to Non-Executive Directors - Pecuniary relationship or transaction: None
Performance Evaluation of Directors of such appointment read with the rules of the Company. The Nominations & Remuneration Committee has approved Letters of appointment have been issued by the Company to the Policy on Board evaluation, evaluation of Board the Independent Directors, incorporating their roles, duties, Committee’s functioning and individual Director evaluation, responsibilities etc., which have been accepted by them. There synopsis of which is provided in the ‘Report of the Board is no separate provision for payment of severance fee under of Directors & Management Discussion and Analysis’ in the the resolution governing the appointment of the Managing Report and Accounts. Director. With respect to notice period of Directors, the statutory provisions will apply. Directors’ Shareholding Shareholding of the Directors in the Company as on 31st D. CORPORATE SOCIAL RESPONSIBILITY March, 2017: COMMITTEE Director No. of Equity Shares The Corporate Social Responsibility (CSR) Committee of of `10/- each the Board reviews, monitors and provides strategic direction held singly / jointly to the Company’s CSR practices with liberty to consider N Anand 100 and undertake activities as provided in Schedule VII to the S Pillai Nil Companies Act, 2013. The Committee formulates & A Rajput Nil monitors the CSR Policy and recommends to the Board the annual CSR Plan of the Company in terms of the Companies H P Ranina Nil Act, 2013. J Singh Nil Composition K L Thapar Nil The CSR Committee presently comprises three Non - Executive Directors, one of whom is an Independent Director. The Service Contracts, Severance Fee and Notice Period Company Secretary is the Secretary to the Committee. The appointment of the Managing Director was governed The names of the members of the CSR Committee, including by the resolution passed by the Board and the Shareholders its Chairman, are provided under the section ‘Board of of the Company, which covered the terms and conditions Directors & Committees’ in the Report and Accounts.
REPORT AND ACCOUNTS 2017 13 International Travel House Limited
REPORT ON CORPORATE GOVERNANCE
Meetings and Attendance Sl. Date Committee No. of No. Strength Members During the financial year ended 31st March, 2017, one meeting present of the CSR Committee was held, as follows: 4 2nd August, 2016 3 3 Sl. Date Committee No. of 5 26th August, 2016 3 3 No. Strength Members 6 27th September, 2016 3 3 present 7 26th October, 2016 3 3 1 6th February, 2017 3 3 8 5th December, 2016 3 3 Attendance at CSR Committee Meeting held during the 9 23rd December, 2016 3 3 financial year: 10 25th January, 2017 3 3 Member No. of meeting attended 11 1st March, 2017 3 3 A Rajput1 1 12 31st March, 2017 3 3 2 A Baijal N.A. Attendance at Corporate Management Committee Meetings S Pillai 1 held during the financial year: J Singh3 1 Member No. of meetings
1. Appointed Chairman w.e.f. 23rd January, 2017. attended 2. Ceased to be Member w.e.f 30th December, 2016. J J Ghadiali1 10 3. Appointed Member w.e.f. 23rd January, 2017. G Arora2 12 CORPORATE MANAGEMENT COMMITTEE A Bhattacharjee3 2 The primary role of the Corporate Management Committee S Datta4 7 is strategic management of the Company’s businesses within 5 Board approved direction / framework. S Sequeira 5 1. Ceased to be Member and Chairman w.e.f. 27th January, 2017. Composition 2. Appointed Chairman w.e.f. 6th February, 2017. 3. Appointed Member w.e.f. 6th February, 2017. The Corporate Management Committee presently comprises 4. Ceased to be Member w.e.f. 1st November, 2016. the Chief Executive Officer (CEO) of the Company and key 5. Appointed Member w.e.f. 1st November, 2016. senior members of management. The CEO is the Chairman DISCLOSURES of the Committee. The composition of the Corporate • Materially significant related party transactions which may Management Committee is determined by the Board based have potential conflict with the interests of the Company on the recommendation of the Nominations & Remuneration at large: Committee. The Company Secretary is the Secretary to the None Committee. • Details of non-compliances, penalties, strictures by Stock The names of the members of the Corporate Management Exchanges / SEBI / Statutory Authorities on any matter Committee, including its Chairman, are provided under the related to capital markets during the last three years: section ‘Board of Directors & Committees’ in the Report and None Accounts. • Inter-se relationships between Directors and Key Meetings and Attendance Managerial Personnel of the Company: During the financial year ended 31st March, 2017, twelve None meetings of the Corporate Management Committee were • Material financial and commercial transactions of senior held, as follows: management, where they may have had personal interest, Sl. Date Committee No. of and which had potential conflict with the interests of the No. Strength Members Company at large: present None 1 15th April, 2016 3 3 • Information with respect to commodity price risk or 2 3rd June, 2016 3 3 foreign exchange risk and hedging activities: 3 1st July, 2016 3 3 None REPORT AND ACCOUNTS 2017 14 International Travel House Limited
REPORT ON CORPORATE GOVERNANCE
MEANS OF COMMUNICATION WHISTLEBLOWER POLICY Timely disclosure of consistent, comparable, relevant and Synopsis of the Whistleblower Policy of the Company reliable information on corporate financial performance is at is provided in the ‘Report of the Board of Directors & the core of good governance. Towards this end, the quarterly Management Discussion and Analysis’ in the Report and results of the Company were announced within forty five Accounts. The Whistleblower Policy is also available on the days from the end of the quarter. The Audited annual results Company’s website. alongwith the results for the fourth quarter were announced FAMILIARISATION PROGRAMME within sixty days from the end of the financial year. Such ITH believes that a Board, which is well informed / results were published in ‘The Financial Express’ (all editions) familiarised with the Company and its affairs, can contribute and in a vernacular newspaper, ‘Jansatta’ from New Delhi. significantly to effectively discharge its role of trusteeship in All these results, including the entire Report and Accounts, a manner that fulfills stakeholders’ aspirations and societal information relating to shareholding pattern etc. are posted expectations. In pursuit of this, the Directors are updated on on Company’s website www.travelhouseindia.com changes / developments in the domestic / global corporate The Report of the Board of Directors, forming part of the and industry scenario including those pertaining to Report and Accounts, includes all aspects of ‘Management statutes / legislations and economic environment and on Discussion and Analysis’ as required under the Listing matters affecting the Company, to enable them to take well Regulations. informed and timely decisions. ITH CODE OF CONDUCT FOR PREVENTION OF Further details may be accessed on the Company’s website INSIDER TRADING - 2015 https://www.travelhouseindia.com/policies/ The ITH Code of Conduct for Prevention of Insider Trading - Directors_Familiarisation_Programme.pdf. 2015, approved by the Board of Directors, inter alia, prohibits POLICY ON RELATED PARTY TRANSACTIONS purchase / sale of securities of the Company by Directors and The Policy may be accessed on the Company’s website at employees while in possession of unpublished price sensitive https://www.travelhouseindia.com/policies/Related_ information in relation to the Company. Party.pdf. ITHL CODE OF CONDUCT DISCRETIONARY REQUIREMENTS UNDER THE The ITHL Code of Conduct, adopted by the Board of Directors, LISTING REGULATIONS is applicable to Directors, senior management and employees The status of compliance with the discretionary requirements of the Company. The Code is derived from three interlinked under the Listing Regulations is provided below: fundamental principles, viz. good corporate governance, 1. Chairman’s Office: The Company has a Non-Executive good corporate citizenship and exemplary personal conduct Chairman but he does not maintain any separate office, in relation to the Company’s business and reputation. The hence no expense in this regard is being incurred by the Code covers ITHL’s commitment to sustainable development, Company. concern for occupational health, safety and environment, a gender friendly workplace, transparency and auditability, 2. Shareholder Rights: The quarterly, half-yearly and legal compliance and the philosophy of leading by personal annual financial results of the Company are published example. The Code is available on the Company’s website. in newspapers on an all India basis and are also posted on the Company’s website www.travelhouseindia.com. Declaration as required under the Listing The complete Report and Accounts is sent to every Regulations Shareholder of the Company. All Directors and senior management of the Company 3. Audit Opinion: It has always been the Company’s have affirmed compliance with the ITHL Code of Conduct endeavour to present financial statements with for the financial year ended 31st March, 2017. unmodified audit opnion. The Statutory Auditors have issued an unmodified audit opinion on the Company’s New Delhi A Kumar financial statements for the year ended 31st March, 22nd April, 2017 CEO 2017.
REPORT AND ACCOUNTS 2017 15 International Travel House Limited
REPORT ON CORPORATE GOVERNANCE
4. Separate posts of Chairman and Managing Director: The 5. To design remuneration practices such that they reinforce Company has appointed a Non-Executive Chairman and the Company’s values and culture and to implement them has a Managing Director / Manager / CEO. in a manner that complies with all relevant regulatory requirements. GENERAL SHAREHOLDER INFORMATION Provided in the ‘Shareholder Information’ section of the b) Remuneration of Key Managerial Personnel Report and Accounts. (KMPs) CONFIRMATION OF COMPLIANCE 1. Remuneration of KMPs is determined and recommended by the Nominations & Remuneration Committee and As required under the Listing Regulations – approved by the Board. Remuneration of the Managing • It is confirmed that the Company has complied with the Director and Manager is also subject to approval by the requirements under Regulations 17 to 27 and clauses (b) shareholders. to (i) of sub - regulation (2) of Regulation 46 of the Listing Regulations. 2. Remuneration is reviewed and revised periodically, when such a revision is warranted. • The Statutory Auditors’ Certificate that the Company has complied with the conditions of Corporate Governance 3. Apart from fixed elements of remuneration and benefits, is annexed to the ‘Report of the Board of Directors & KMPs are also eligible for Variable Pay / Performance Management Discussion and Analysis’. Bonus, which is linked to individual performance. ANNEXURE TO THE REPORT ON CORPORATE 4. Remuneration of KMPs on deputation from ITC Limited GOVERNANCE is aligned to the Remuneration Policy of that company. Remuneration Policy c) Remuneration of Independent Directors The Company’s Remuneration Policy is designed to attract Independent Directors are entitled to sitting fees for and retain quality talent that gives its business a competitive attending meetings of the Board and Board Committees, advantage and enables the Company to achieve its objectives. the quantum of which is determined by the Board within the limits prescribed under the Companies Act, 2013, and The Company’s Remuneration Policy, whilst focusing on the rules thereunder. The expenses of the Independent remuneration and related aspects of performance management, Directors for attending meetings of the Board and Board is aligned with and reinforces the employee value proposition Committees and General Meetings are also to be borne of superior quality of work life, that includes an enabling work by the Company. environment, an empowering and engaging work culture and opportunities to learn and grow. d) Remuneration of employees other than KMPs The approach endeavours to align remuneration of each 1. Remuneration of employees in Grade XV and above, other employee with the Company’s goals. than KMPs, is also approved by the Board through the recommendations of the Nominations & Remuneration a) Objectives Committee. 1. To ensure that the Company’s remuneration practices 2. Remuneration of employees in Grade XIV and below is support and encourage meritocracy. approved by the Corporate Management Committee. 2. To ensure that remuneration is market related and takes 3. Remuneration of employees largely consists of into account the competitive context of the Company’s basic remuneration, perquisites and allowances. The business. components of remuneration vary for different employee 3. To leverage remuneration as an effective instrument grades and are governed by industry pattern, qualification to enhance performance and therefore to link the and experience of the employee, responsibilities handled, remuneration to both individual and collective individual performance etc. performance outcomes. 4. Remuneration is reviewed and revised periodically, when 4. To adopt a comprehensive approach to remuneration in such a revision is warranted. The quantum of revision is order to support a superior quality of personal and work linked to market trends, the competitive context of the life, in a manner so as to judiciously balance short term Company’s business, as well as the track record of the with long term priorities. individual employee. REPORT AND ACCOUNTS 2017 16 International Travel House Limited
SHAREHOLDER INFORMATION
AGM Details Dematerialisation of Shares and Liquidity Date Friday, 4th August, 2017 The shares of the Company are available for trading in the Venue Air Force Auditorium, Subroto dematerialised form under both the Depository Systems Park, New Delhi-110 010 in India - NSDL and CDSL. The International Securities Identification Number (ISIN) allotted to the Company’s shares Time 9.30 a.m. under the Depository System is INE262B01016. Book Closure Dates Wednesday, 26th July, 2017 to Friday, 4th August, 2017 (both days As on 31st March, 2017, 76,52,995 shares of the Company, inclusive) constituting 95.73% of the subscribed and paid-up Share Capital stand dematerialised. The processing activities with respect to Dividend Payment Date Monday, 14th August, 2017 requests received for dematerialisation are completed within 15 days. Registrar & Share Transfer Agents Shareholder / Investor Complaints Messrs MCS Share Transfer Agent Limited are the Registrar and Share Transfer Agents (RTA) of the Company for carrying The Company attends to Shareholder / Investor complaints, out share registration and other related activities of the queries and other correspondence generally within a period Company. of 15 days except where constrained by disputes or legal impediments. There are some pending cases relating to Address for Correspondence disputes over title to shares in which the Company has been MCS Share Transfer Agent Limited made a party. These cases however are not material in nature. F-65, Ist Floor Okhla Industrial Area, Phase - I, New Delhi - 110 020 The Company received no Shareholder / Investor complaint Telephone Nos. : 011 41406149-52, 41609386 during the financial year. Facsimile No. : 011 41709881 The e-mail ID earmarked by the Company for this purpose: E-mail : [email protected] [email protected] Shareholders holding shares in the dematerialised form should address their correspondence, except those related to dividend, to their respective Depository Participants. Distribution of Shareholding as on 31st March, 2017 Compliance Officer J Aggarwal, Company Secretary, is the Compliance Officer No. of Shares No. of Shareholders No.of Equity Shares under Regulation 6(1) of the Securities and Exchange Board Slab Total % to Total % to Share of India (Listing Obligations and Disclosure Requirements) Shareholders Capital Regulations, 2015. Share Transfer Committee 1-500 13,531 93.48 11,64,456 14.57 The Share Transfer Committee of the Company generally 501-1000 515 3.56 4,17,004 5.22 meets once in ten days for approving share transfers. The processing activities with respect to requests received for 1001-2000 231 1.60 3,36,217 4.21 share transfers are completed within 15 days from the date of 2001-3000 90 0.62 2,28,959 2.86 receipt of request. There were no share transfers pending as on 31st March, 2017. The Committee met 15 times during the 3001-4000 25 0.17 86,584 1.08 financial year ended 31st March, 2017. The Share Transfer Committee presently comprises the 4001-5000 26 0.18 1,21,067 1.51 following: 5001-10000 37 0.26 2,73,081 3.42 J Aggarwal Member Company Secretary 10001-50000 14 0.10 3,19,771 4.00 A Bhattacharjee Member 50001-100000 2 0.01 1,15,465 1.44 Vice President, Finance 100001 & above 3 0.02 49,31,896 61.69 S Sequeira Member Chief Financial Officer Total 14,474 100.00 79,94,500 100.00
REPORT AND ACCOUNTS 2017 17 International Travel House Limited
SHAREHOLDER INFORMATION
Categories of Shareholders as on 31st March, 2017 Performance in comparison to broad based indices such as S&P BSE Sensex Sl. Category No. of % to No. Shares Share ITHL SHARE PRICE Vs S&P BSE SENSEX 250 held holding 30000 A Promoters Holding 225
1 Promoter and Promoter Group 27500
ITC Limited 2,87,600 3.60 200
Russell Credit Limited 36,26,638 45.36 BSE SENSEX SHARE PRICE ( ` ) 25000 S&P Russell Investments Limited 10,17,663 12.73 175 ITHL Sub Total 49,31,901 61.69
B Non Promoter Holding 150 22500 6 6 6 6 6 6 6 6 6 7 7 7 1 1 1 1 1 1 1 1 1 1 ------1 -1 - - - r y n l g p t n b r p a u u e c v c a A J J u o e a e 2 Institutional Investors M A S O N D J F M
a Mutual Funds Nil Nil ITHL SHARE PRICE(`) S&P BSE SENSEX b Banks 300 0.01 Note – Indicates monthly closing positions. c Foreign Institutional Investors 200 0.00 Listing of Shares on Stock Exchange (with Stock Code) and Foreign Portfolio Investors BSE Limited (500213) Sub Total 500 0.01 Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 3 Others Telephone Nos. : 022-22721233 / 34 a Private Corporate Bodies 3,65,386 4.57 Facsimile No. : 022-22721919 E-mail : [email protected] b Indian Public 26,39,263 33.01 Website : www.bseindia.com c NRIs 54,300 0.68 The Listing Fees for the financial year 2017-18 has been paid to d Others 3,150 0.04 BSE Limited. Sub Total 30,62,099 38.30 Financial Calendar Grand Total 79,94,500 100.00 Financial Year 2017-18 (1st April - 31st March) Monthly High and Low Quotes and Volume of Shares 1 First Quarter Results August 2017 traded on BSE Limited (BSE) 2 Second Quarter and November 2017 Year Month High Low Volume Half Year Results (`) (`) (Nos.) 3 Third Quarter Results February 2018 2016 April 184.90 167.20 1,04,673 4 Fourth Quarter and May 2018 May 177.00 168.00 1,07,808 Annual Results June 193.00 167.20 1,91,888 Particulars of past three AGMs July 218.95 178.10 3,65,874 AGM Financial Venue Date Time Special Resolutions August 218.45 193.00 1,89,094 Year Passed September 219.50 190.00 2,35,074 35th 2015-16 05-09-16 - October 233.90 199.00 2,35,931 34th 2014-15 05-09-15 -
November 219.00 179.50 1,27,733 33rd 2013-14 Air Force 10-09-14 • Mortgaging / charging Auditorium the assets of the December 190.00 180.00 25,433 Subroto Park 9.30 a.m. Company u/s 180 (1)(a) New Delhi • Borrowing money over and 2017 January 205.00 180.00 2,09,301 110 010 above the aggregate paid up share capital and free February 204.80 187.20 1,26,676 reserves of the Company March 197.75 185.25 76,623 u/s 180 (1)(c)
REPORT AND ACCOUNTS 2017 18 International Travel House Limited
SHAREHOLDER INFORMATION
Postal Ballot Shareholders who have not so far encashed their dividend No special resolution requiring postal ballot was neither warrant(s) or have not received the same are requested to proposed last year nor is being proposed for the ensuing AGM. seek issue of duplicate warrant(s) by writing to the Company confirming non-encashment / non-receipt of dividend warrant(s). SHAREHOLDER REFERENCER Transfer of Dividend and corresponding Equity Shares Service of documents to the Investor Education and Protection Fund The Notice, alongwith the Report and Accounts, has been sent in Unclaimed dividend for the years prior to and including the electronic mode to those Shareholders who have registered their financial year 2008-09 has been transferred to the General e-mail addresses with the Company or with the Depositories Revenue Account of the Central Government / the Investor and in physical mode to the other Shareholders. Shareholders Education and Protection Fund established by the Central who wish to update or register their e-mail addresses with Government (IEPF), as applicable, except where the Company the Company or with the Depositories may use the Form for was restrained from such transfer by injunction orders from updation / registration; the Form can also be downloaded from Courts. Corresponding Equity Shares of the Company in respect the Company’s website under the section ‘Investor Relations’. of which such dividend entitlements were unclaimed for seven consecutive years or more will be due for transfer to the IEPF on Depository Services 31st May, 2017 or such other date as may be notified, pursuant to the provisions of Section 124 of the Companies Act, 2013 Shareholders may write to our RTA or to their respective read with the Investor Education and Protection Fund Authority Depositories for guidance on depository services. (Accounting, Audit, Transfer and Refund) Rules, 2016. Address for Correspondence with Depositories Shareholders / legal heir(s) of deceased Shareholders who have not encashed their dividend warrants relating to the aforesaid National Securities Depository Limited financial year(s) may claim such dividend and corresponding Trade World, ‘A’ Wing, 4th & 5th Floors, shares from the IEPF Authority by applying in the prescribed Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Form. This Form can be downloaded from the website of the Mumbai 400 013 IEPF Authority www.iepf.gov.in. Telephone No. : 022-24994200 Facsimile No. : 022-24976351 The unclaimed dividend for the undernoted years and the E-mail : [email protected] corresponding Equity Shares will be transferred by the Website : www.nsdl.co.in Company to IEPF in accordance with the schedule given below. Communication has been sent to the concerned Shareholders Central Depository Services (India) Limited advising them to write to the Company to claim their dividend. Phiroze Jeejeebhoy Towers Notices in this regard have also been published in newspapers. 17th Floor, Dalal Street, Fort, Mumbai 400 001 Details of such unclaimed dividend and particulars with respect Telephone No. : 022-22723333 to corresponding shares are available on the Company’s website Facsimile No. : 022-22723199 under the section ‘General Information’. Attention is drawn E-mail : [email protected] that the unclaimed dividend for the financial year 2009-10 and Website : www.cdslindia.com the corresponding shares will be due for transfer to IEPF on 16th September, 2017. Remittance of Dividend through Electronic Mode Financial Year Date of Declaration Due for transfer The Company provides the facility for remittance of dividend of Dividend to IEPF on to Shareholders through NECS (National Electronic Clearing 2009-10 10th August, 2010 16th September, 2017* Service) / RTGS (Real Time Gross Settlement) / NEFT (National 2010-11 6th September, 2011 12th October, 2018 Electronic Funds Transfer). Shareholders, who have not opted 2011-12 22nd August, 2012 28th September, 2019 for remittance of dividend through electronic mode and wish 2012-13 3rd September, 2013 9th October, 2020 to avail the same, are required to provide their bank details, including MICR (Magnetic Ink Character Recognition) and IFSC 2013-14 10th September, 2014 16th October, 2021 (Indian Financial System Code) to the respective Depository 2014-15 5th September, 2015 11th October, 2022 Participants (DPs) or RTA where shares are held in the 2015-16 5th September, 2016 11th October, 2023 dematerialised form and in the certificate form, respectively. A *It will not be possible to entertain claims received by the Company after mandate form for such updation can be downloaded from the 14th September, 2017. Company’s website www.travelhouseindia.com. REPORT AND ACCOUNTS 2017 19 International Travel House Limited
SHAREHOLDER INFORMATION
Bank Details Card in the following cases: Shareholders holding shares in the certificate form are requested i) Transferees’ and Transferors’ PAN Cards for transfer of to advise RTA of change in their address / mandate / bank details shares, to facilitate better servicing. ii) Legal heirs’ / Nominees’ PAN Cards for transmission of shares, Shareholders are advised that their bank details, or where such iii) Surviving joint holders’ PAN Cards for deletion of name of details are not available, their addresses, as furnished by them deceased Shareholders, and to RTA or to the Depositories, will be printed on the dividend iv) Joint holders’ PAN Cards for transposition of shares. warrants as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Nomination Facility Regulations, 2015 as a measure of protection against fraudulent Shareholders who hold shares in the certificate form and wish encashment. to make any nomination / change nomination made earlier in respect of their shareholding in the Company, should submit to Permanent Account Number (PAN) the RTA the prescribed Form; such Form can be downloaded Attention is drawn that Shareholders holding shares in the from the Company’s website under the section ‘Investor certificate form are mandatorily required to furnish copy of PAN Relations’ in ‘Shareholder Value’.
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REPORT AND ACCOUNTS 2017 20 International Travel House Limited
REPORT OF THE BOARD OF DIRECTORS & MANAGEMENT DISCUSSION AND ANALYSIS
Your Directors submit their Report for the financial year ended PROFITS, DIVIDEND AND SURPLUS 31st March, 2017. The financial results of your Company, summarised, are as under: BUSINESS ENVIRONMENT For the year ended For the year ended 31st March, 2017 31st March, 2016 The global economy continued to lose pace in 2016 growing Profits (`) (`) by 3.1% compared to 3.4% in 2015. The growth in US and the a. Profit Before Tax 18,30,90,993 16,09,94,901 b. Tax Expense Euro Areas also slowed down and were in the range of 1.6% to Current Tax 7,82,78,663 5,99,54,032 1.7%. However, it is anticipated that the global economy will be Deferred Tax (69,11,694) 49,78,444 stronger in 2017 and will outpace the growth seen in 2015. c. Profit for the year 11,17,24,024 9,60,62,425 d. Other Comprehensive Income (71,02,013) (12,92,482) The Indian economy too witnessed another challenging year, e. Total Comprehensive Income 10,46,22,011 9,47,69,943 with the real GDP growth at 7.1%, a significant decline over Statement of Retained Earnings 2015-16 (7.9%). The Industry and Services sectors decelerated At the beginning of the year 1,18,82,77,215 1,13,44,00,858 Add: Profit for the year 11,17,24,024 9,60,62,425 further during the year, recording the slowest growth over the Less: last few years. However, India still remains the fastest growing Other Comprehensive Income major economy in the world. (Net of Tax) 71,02,013 12,92,482 Dividend paid including Inflation remained largely within the comfort zone of the RBI Income Tax on Dividend paid 4,08,93,586 4,08,93,586 during the year. While growth in Wholesale Price Index (WPI) At the end of the year 1,25,20,05,640 1,18,82,77,215 for 2016-17 stood at 1.7% compared to a decline of 3.7% in Your Directors are pleased to recommend a dividend of ` 4.25 2015-16, this was mainly attributable to the base effect of low per Equity Share of ` 10/- each for the year ended 31st March, fuel and commodity prices. Consumer Price Index (CPI) for 2017, thereby maintaining last year’s dividend. 2016-17 declined to 4.5% against 4.9% in 2015-16 with Core CPI remaining stable at 4.7% in 2016-17 (4.6% in 2015-16). BUSINESS SEGMENTS
Air Travel FINANCIAL PERFORMANCE India’s domestic travel market grew by 23% during the year 2016. Domestic airlines carried 999 lac passengers in 2016 against 811 Your Company recorded revenue from operations of lacs in the previous year. The growth drivers were from retail ` 201.54 crores (previous year ` 195.91 crores) registering a 2.9% growth over last year. Other income at ` 4.20 crores segment and mainly due to low air fares and additional capacity (previous year ` 4.14 crores) registered a growth of 1.4% as added by the airlines. The Indian aviation industry was estimated your Company’s treasury operations continued to focus on at USD 16 billion in the year 2015 and is expected to become deployment of temporary surplus liquidity within a well-defined the world’s third largest market by 2020. risk management framework. Pre-tax profits at ` 18.30 crores India’s international outbound business travel spending have (previous year ` 16.10 crores) grew by 13.67% and post-tax shown a subdued growth in the 5-6 percent per year range. profits at ` 11.17 crores (previous year ` 9.61 crores) grew by However, in overall terms, a double digit business travel spending 16.23% over last year. This was mainly on account of managing growth continues for India, and has been predicted at 11.6%. The a higher total income without corresponding increase in costs. country continues to position itself to become a world leader During the financial year 2016-17, your Company earned in business travel. ` 20.24 crores (previous year ` 23.82 crores) in foreign Despite an increase in volume of tickets sold during the year, exchange from its Travel, Tours and Car Rental Services. Your your Company’s top line showed a marginal growth due to lower Company’s expenditure in foreign currency amounted to ` 0.39 domestic tariffs as average ticket price was down. This adversely crores (previous year ` 0.31crores). Details of foreign exchange impacted performance linked bonuses which are received from earnings and outflow are provided in Additional Notes 32 (vii) the airlines. A further depletion of airline commissions kept and (viii) to the Financial Statements. the earnings under pressure during the year. However, your
REPORT AND ACCOUNTS 2017 21 International Travel House Limited
REPORT OF THE BOARD OF DIRECTOR & MANAGEMENT DISCUSSION AND ANALYSIS
Company has been able to sustain growth over the previous CAGR of 10.46% over the last five years. Relaxation in forex year with various initiatives. rules and investor friendly business policies have added to the increase of business travellers – both inbound and outbound. Your Company received performance excellence awards from Singapore Airlines, Air Mauritius, Sri Lankan Airlines, Thai Your Company’s focused approach in this segment resulted in Airways, Hahn Airlines, Oman Air and GoAirways. significant growth despite demonetisation during the year. Your Company provides an online booking system to its customers to Car Rental Business book hotels and tour packages. Your Company has received an award from Hong Kong Tourism The car rental market in India was estimated at USD 9 billion in for year on year growth in the Meetings and Incentives segment. the year 2015, with a major part of the market being dominated by the unorganised sector. This market is expected to grow at a Inbound and Domestic Tourism Scenario CAGR of 24.6% till the financial year 2019. The growth in the Foreign Tourist Arrivals (FTAs) into India, Disruption from aggregators continued during the year, with which is about 8 million (0.6% of the population) is quite low their entry into the corporate sector. Also the low pricing by the when compared to the Association of Southeast Asian Nations app based companies put pressure on margins with tariffs being (ASEAN) (15.3%), the Organisation for Economic Co-operation flat and input costs increasing. and Development (OECD) nations (48.7%), the Gulf Cooperation Despite the increased competition and price wars, your Council (GCC) (85.5%) and other emerging economies (5.5%). Company showed a marginal decline over the previous year. This not only highlights abysmally low penetration levels, but also Focus on technology adaption continued for safety with underlines the untapped potential that can be capitalised with multilevel tracking. Chauffeur training and grooming continued the right mix of infrastructure, safety and security, and speed with redefined focus on safety. and convenience of the entire travel life-cycle from bookings to sharing feedbacks. During the year, your Company opened an office at Indore to attract new clients and gain market share. Plans to commence The explosive growth in Domestic Tourist Visits (DTVs) that operations in other tier II cities continue to be pursued. grew at a CAGR of 13.6% over the last 24 years – standing at 1.43 billion tourists is a testimony of the fact that with Forex speed, safety and convenience of transaction from a traveller’s perspective, the future growth would also continue to be on an Your Company holds a valid full-fledged money changers exponential trajectory. (FFMC) licence issued by the Reserve Bank of India and runs FFMC business in eight of its IATA offices across India in order SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES to provide a one stop shop for all travel requirements of the The Company does not have any subsidiary, associate or joint tourist. Your Company had a significant growth in this business venture. during the year. INTERNAL FINANCIAL CONTROLS MICE Corporate Governance in your Company operates at three interlinked levels with clearly defined roles, responsibilities and Your Company maintained its position in this segment by authorities across the three levels of the governance structure. being the sole official travel partner for many events and has Your Company also has a Code of Conduct which requires successfully organised over 25 Trade Shows during the year. The management to conform to the required financial and accounting major events organised by your Company were Bauma Conexpo, policies, systems and processes, conduct business ethically and Renewable Energy and prestigious shows of ISHRAE, Messe ensure strict compliance with all applicable laws and regulations. Frankfurt, Nuernberg Messe, United Business Media, PDA Trade Both these policies have been widely communicated across the Fairs etc. Your Company had the distinction of being honoured organisation and together with the ‘Strategy of Organisation’, with the Top Professional Conference Organisers (PCO) Award Planning & Review Processes and the Risk Management 2016 during the year. Framework, create a control environment across the Company and provides the cornerstone for Internal Financial Controls Outbound and Domestic Tourism with reference to your Company’s Financial Statements. Extensive efforts by the Government to promote India as a tourist destination coupled with the presence of a large number Your Company’s Financial Statements are prepared on the of Indian diaspora resulted in outbound tourism growing at a basis of the Significant Accounting Policies that are carefully
REPORT AND ACCOUNTS 2017 22 International Travel House Limited
REPORT OF THE BOARD OF DIRECTOR & MANAGEMENT DISCUSSION AND ANALYSIS
selected by management and approved by the Audit Committee reviews of the progress on the management of identified and the Board. These Policies are supported by the Corporate risks. Accounting, System and Policies that apply to the entity as a - A combination of centrally issued policies and procedures, whole and are practiced uniformly across the Company. The which are regularly reviewed and updated in the light Accounting Policies are reviewed and updated from time to time. of changing business and regulatory environment brings These in turn are supported by a set of policies and Standard robustness to the process of ensuring that business risks are Operating Procedures (SOPs) that have been established effectively addressed. for individual businesses. Your Company uses Information Technology Systems as a business enabler and also to maintain - Appropriate structures are in place to proactively monitor its books of accounts. The SOPs in tandem with the Information and manage the inherent risks in businesses with unique / Management Policy reinforces the control environment. The relatively high risk profiles. whole gamut of controls, policies, procedures and systems, are reviewed by management and audited by Internal Audit whose - Corporate Internal Audit is an independent function and findings and recommendations are reviewed by the Audit carries out risk focused audits across all businesses, enabling Committee and tracked through to implementation. identification of areas where risk management processes may need to be strengthened. The Audit Committee of the Board Your Company has in place adequate internal financial controls reviews Internal Audit findings, provides strategic guidance with reference to Financial Reporting. Such controls have been on internal controls and seeks feedback on implementation assessed during the year taking into consideration the essential based on such guidance. The Audit Review Committee closely components of internal controls stated in the Guidance Note monitors the internal control environment within your on Audit of Internal Financial Controls over Financial Reporting Company including implementation of action plans emerging issued by The Institute of Chartered Accountants of India. Based out of internal audit findings. on the results of this assessment carried out by management, no reportable material weakness or significant deficiencies in the - A framework of strategic planning and performance design or operation of internal financial controls were observed. management ensures realisation of business objectives based Nonetheless your Company recognises that any internal financial on effective strategy implementation. The annual planning control framework, no matter how well designed, has inherent exercise requires identification of top risks and sets out a limitations and accordingly regular audit and review processes mitigation plan with agreed timelines and accountability. ensure that such systems are reinforced on an ongoing basis. Businesses are required to confirm periodically that all relevant risks have been identified, assessed, evaluated and
that appropriate mitigation systems have been implemented. RISK MANAGEMENT The combination of policies and processes as outlined above Your Company continues its emphasis on a systems-based adequately addresses the various risks associated with your approach to business risk management. Backed by strong internal Company’s businesses. control systems, the current Risk Management framework consists of the following key elements: AUDIT AND SYSTEMS - The Corporate Governance Policy approved by the Board Your Company believes that internal control is a necessary adjunct clearly lays down the roles and responsibilities of the various of the principle of governance that freedom of management entities in relation to risk management covering a range of should be exercised within a framework of appropriate checks responsibilities, from the strategic to the operational. These and balances. Your Company remains committed to ensuring an role definitions provide the foundation for your Company’s effective internal control environment that provides assurance Risk Management Policy that is endorsed by the Board and comfort on orderly and efficient conduct of operations, and is aimed at ensuring formulation of appropriate risk security of assets, prevention and detection of frauds / errors, management procedures, their effective implementation and accuracy and completeness of accounting records and the timely independent monitoring and reporting by Internal Audit. preparation of reliable financial information. - The Risk Assessment and Management Cell, through focused Your Company’s independent and robust Internal Audit interactions with businesses, facilitates the identification and processes provide assurance on the adequacy and effectiveness prioritisation of strategic and operational risks, development of internal controls, compliance with operating systems, internal of appropriate mitigation strategies and conducts periodic policies and regulatory requirements.
REPORT AND ACCOUNTS 2017 23 International Travel House Limited
REPORT OF THE BOARD OF DIRECTOR & MANAGEMENT DISCUSSION AND ANALYSIS
The Internal Audit function consisting of an in-house team The practice of the Whistleblower Policy is overseen by the and outsourced professional firms is resourced to deliver high Audit Committee and no employee has been denied access standards audit assurances. In the context of the IT environment to the Committee. The Whistleblower Policy is available on of your Company, systems and policies relating to Information the Company’s website at https://www.travelhouseindia.com/ Management are periodically reviewed and benchmarked policies/Whistleblower_Policy.pdf. for contemporariness. Compliance with the Information Corporate Social Responsibility (CSR) Management policies receives focused attention of the Internal Audit team. Your Company’s CSR Policy outlines the programmes and projects that fall within the purview of Schedule VII of the The Audit Committee of your Board met four times during the Companies Act, 2013 (the Act) read with the Companies year. The Terms of Reference of the Audit Committee included (Corporate Social Responsibility Policy) Rules, 2014. reviewing the adequacy and effectiveness of the internal control The annual report on CSR activities as required under Sections 134 environment, monitoring implementation of the action plans and 135 of the Act read with Rule 8 of the Companies (Corporate emerging out of Internal Audit findings including those relating Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies to strengthening of your Company’s risk management systems, (Accounts) Rules, 2014 is provided in the Annexure forming part of and discharge of statutory mandates. this Report. HUMAN RESOURCE DEVELOPMENT DEPOSITS Your Company firmly believes that employees are the vital and Your Company has not accepted any deposit from the public / most valuable assets and hence has created a favourable work members under Section 73 of the Act read with the Companies environment that encourages innovation and meritocracy. Your (Acceptance of Deposits) Rules, 2014 during the year. Company has driven myriad changes in the way human resources are managed and developed, striking a balance between business DIRECTORS needs & individual aspirations. Changes in Directors Your Company’s Human Resource policies and procedures Mr Jehangir Jal Ghadiali who was on deputation from ITC Limited continue to evolve to stay ahead with the dynamic business (ITC), stepped down as Managing Director of the Company with environment and have enhanced organisational ability to remain effect from 27th January, 2017, consequent to his reversion to compliant with the changing regulatory requirements. ITC. Mr Anil Baijal ceased to be an Independent Director of your Your Company is committed to achieve sustainable organisational Company with effect from 30th December, 2016, consequent to performance as an overarching goal. his appointment as Lt. Governor of Delhi. Your Directors would like to record their appreciation for the services rendered by The Company provides a gender friendly workplace and no Messrs Ghadiali and Baijal. case of sexual harassment was reported during the year. The Company has put in place a Grievance Redressal Procedure and Retirement by Rotation an Internal Complaints Committee to ensure that grievances in In accordance with the provisions of Section 152 of the Act this regard, if any, are effectively addressed. read with Articles 143 and 144 of the Articles of Association of the Company, Mr Anil Rajput will retire by rotation at the WHISTLEBLOWER POLICY ensuing Annual General Meeting (AGM) of your Company and being eligible, offers himself for re-appointment. Your Board The Company’s Whistleblower Policy encourages Directors recommends his re-appointment. and employees to bring to the Company’s attention instances of unethical behaviour, actual or suspected incidents of fraud or Number of Board Meetings violation of the ITHL Code of Conduct that could adversely During the year ended 31st March, 2017, five meetings of the impact the Company’s operations, business performance and / Board were held. or reputation. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes Attributes, Qualifications & Independence of Directors appropriate action to ensure that the requisite standards of and their Appointment professional and ethical conduct are always upheld. It is the The Nominations & Remuneration Committee of the Board Company’s Policy to ensure that no employee is victimised had approved the criteria for determining qualifications, positive or harassed for bringing such incidents to the attention of the attributes and independence of Directors in terms of the Act and Company.
REPORT AND ACCOUNTS 2017 24 International Travel House Limited
REPORT OF THE BOARD OF DIRECTOR & MANAGEMENT DISCUSSION AND ANALYSIS
the Rules thereunder, both in respect of Independent Directors out anonymously in order to ensure objectivity. The Board was and other Directors as applicable, as reported last year. The briefed on functioning of Board Committees by the respective Governance Policy of the Company also, inter alia, requires that Committee Chairmen. Non-Executive Directors, including Independent Directors, be drawn from amongst eminent professionals with experience in Key Managerial Personnel business / finance / law / public administration and enterprises. Mr Sandip Datta stepped down as the Chief Financial Officer The Board Diversity Policy of the Company requires the Board to of your Company with effect from close of work on 31st have a balance of skills, experience and diversity of perspectives October, 2016. The Board, on the recommendation of the Audit appropriate to the Company. The Articles of Association of the Committee and the Nominations & Remuneration Committee, Company provide that the strength of the Board shall not be appointed Mr Savio Sequeira as the Chief Financial Officer of fewer than three nor more than twelve. your Company with effect from 1st November, 2016. Directors are appointed / re-appointed with the approval of the In order to strengthen the executive management of the members. All Directors, other than Independent Directors, are Company and as an interim arrangement, your Board, on liable to retire by rotation, unless otherwise approved by the the recommendation of the Nominations & Remuneration members. One-third of the Directors who are liable to retire by Committee, appointed Mr Ghanshyam Arora, Senior Executive rotation, retire every year and are eligible for re-appointment. Vice President - Operations, as also the Manager of the Company The Independent Directors of your Company have confirmed with effect from 6th February, 2017, subject to the approval of that they meet the criteria of independence as prescribed under the Members of the Company. Section 149 of the Act and Regulation 16 of the Securities and Thereafter, your Board, on the recommendation of the Exchange Board of India (Listing Obligations and Disclosure Nominations & Remuneration Committee, appointed Requirements) Regulations, 2015. Mr Ajay Kumar as the Chief Executive Officer of the Company The Company’s Policy relating to remuneration of Directors, effective 5th April, 2017. Consequently, Mr Arora stepped down Key Managerial Personnel and other employees is provided as the Manager of the Company with effect from close of work under the section ‘Report on Corporate Governance’ in the on 4th April, 2017. Report and Accounts. Appropriate resolution seeking your approval to Mr Arora’s appointment as Manager for the period from 6th February, Board Evaluation 2017 to 4th April, 2017 is appearing in the Notice convening the The Nominations & Remuneration Committee has approved the ensuing AGM of the Company. Policy on Board Evaluation, Evaluation of Board Committees’ AUDIT COMMITTEE & AUDITORS functioning and individual Director Evaluation. Board performance is assessed against the role and responsibilities of The composition of the Audit Committee is provided under the the Board as provided in the Act and the Securities and Exchange section ‘Board of Directors & Committees’ in the Report and Board of India (Listing Obligations and Disclosure Requirements) Accounts. Regulations, 2015 read with the Company’s Governance Policy. Statutory Auditors The parameters for Board performance evaluation have been The Company’s present Auditors, Messrs S R Batliboi & derived from the Board’s core role of trusteeship to protect and Associates LLP, Chartered Accountants, were appointed with enhance shareholder value as well as fulfill expectations of other your approval at the Thirty Third AGM to hold such office for a stakeholders through strategic supervision of the Company. period of three years till the conclusion of the Thirty Sixth AGM Evaluation of functioning of Board Committees is based on i.e. the ensuing AGM. discussions amongst Committee members and shared by each Committee Chairman with the Board. Individual Directors are Your Board, on the recommendation of the Audit Committee, evaluated in the context of the role played by each Director as a has recommended the appointment of Messrs Deloitte Haskins member of the Board at its meetings and in assisting the Board & Sells LLP, Chartered Accountants (DHS), as Auditors of the in realising its role of strategic supervision of the functioning of Company for a period of five years in accordance with Section the Company in pursuit of its purpose and goals. 139(1) of the Act. DHS have given their consent and certificate While the Board evaluated its performance against the for appointment as the Auditors of the Company. Appropriate parameters laid down by the Nominations & Remuneration resolution in respect of the above appears in the Notice Committee, the evaluation of individual Directors was carried convening the ensuing AGM of the Company.
REPORT AND ACCOUNTS 2017 25 International Travel House Limited
REPORT OF THE BOARD OF DIRECTOR & MANAGEMENT DISCUSSION AND ANALYSIS
Secretarial Auditors LLP, Chartered Accountants, confirming compliance of conditions of Corporate Governance as stipulated under the Securities and Your Board appointed Messrs PB & Associates, Company Exchange Board of India (Listing Obligations and Disclosure Secretaries, to conduct the secretarial audit of the Company Requirements) Regulations, 2015, is annexed. for the financial year ended 31st March, 2017. Their report is provided in the Annexure forming part of this Report, in terms Going Concern Status of Section 204 of the Act. There is no significant or material order passed during the year RELATED PARTY TRANSACTIONS by any regulator, court or tribunal impacting the going concern All contracts or arrangements entered into by the Company with status of the Company or its future operations. its related parties during the financial year were in accordance Extract of Annual Return with the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) The information required under Section 134 of the Act read with Regulations, 2015. All such contracts or arrangements have Rule 12 of the Companies (Management and Administration) been approved by the Audit Committee. No material contracts Rules, 2014, is provided in the Annexure forming part of the or arrangements with related parties were entered into during Report. the year under review. Accordingly, no transactions are being Particulars of Loans, Guarantees or Investments reported in Form No. AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. During the year ended 31st March, 2017, the Company has neither given any loan or guarantee nor has made any investment DIRECTORS’ RESPONSIBILITY STATEMENT under the provisions of Section 186 of the Act. As required under Section 134(5) of the Act your Directors Particulars relating to Conservation of Energy and confirm having: - Technology Absorption a) followed in the preparation of the Annual Accounts the Particulars as required under Section 134 of the Act relating applicable Accounting Standards with proper explanation to Conservation of Energy and Technology Absorption are relating to material departures, if any; provided below: b) selected such accounting policies and applied them Conservation of Energy: consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view Steps taken on conservation of energy and impact thereof: NIL of the state of affairs of your Company at the end of the Steps taken by the Company for utilising alternate sources of financial year and of the profit of your Company for that energy: NIL period; Capital investment on energy conservation equipment: NIL c) taken proper and sufficient care for the maintenance Technology Absorption: of adequate accounting records in accordance with the I) Efforts, in brief, made towards technology absorption and provisions of the Act for safeguarding the assets of your benefits derived as a result of the above efforts, e.g. product Company and for preventing and detecting fraud and other improvement, cost reduction, product development, import irregularities; substitution, etc.: d) prepared the Annual Accounts on a going concern basis; ITH SMART, the Company’s reservations and booking e) laid down internal financial controls to be followed by your platform has stabilised and is now the backbone for Company and that such internal financial controls were reservations and bookings. Further, the platform continues to adequate and operating effectively; and be enhanced with contemporary features and new contents. f) devised proper systems to ensure compliance with the Your Company has also launched a Corporate Self Booking provisions of all applicable laws and that such systems were Tool allowing customers to book various travel products as adequate and operating effectively. per their own convenience and travel needs. OTHER INFORMATION Benefits: Improved customer service delivery, optimisation of Compliance with conditions of Corporate Governance fulfillment process, significant improvement in response time The certificate of the Auditors, Messrs S R Batliboi & Associates to customers and increased customer reach and connect.
REPORT AND ACCOUNTS 2017 26 International Travel House Limited
REPORT OF THE BOARD OF DIRECTOR & MANAGEMENT DISCUSSION AND ANALYSIS
II) In case of imported technology (imported during the last could differ materially from those expressed or implied in such 3 years reckoned from the beginning of the financial year), forward-looking statements. Readers are cautioned not to place following information may be furnished: undue reliance on these forward-looking statements that speak only A) Details of technology imported - NIL as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto. B) Year of import - NIL C) Whether the technology been fully absorbed - NIL FUTURE PROSPECTS D) If not fully absorbed, areas where absorption has not As per India Aviation Outlook Report for the financial year 2017-18, taken place, and the reasons therefore - NIL the domestic air traffic could grow by nearly 25% and approach 130 III) Expenditure incurred on research and development - NIL million passengers in India. The next financial year is expected to be the third consecutive year of domestic growth above 20% but may be tempered by 3-5% because of the impact of demonetisation. Employees The Government of India has granted ‘in-principle’ approval for The total number of employees as on 31st March, 2017 stood setting up of 14 Greenfield airports in various parts of the country at 698. and has signed an open skies agreement with six countries. These There were no employees, who were employed throughout the developments should boost passenger traffic to and from India apart from improving connectivity domestically. year and were in receipt of remuneration aggregating ` 1.02 crores or more or were employed for part of the year and were The Union Cabinet has given its approval for liberalisation, in receipt of remuneration aggregating ` 8.5 lacs per month simplification and rationalisation of the existing visa regime in India or more during the financial year ended 31st March, 2017. The and for incremental changes in the visa policy. This will facilitate information required under Section 197(12) of the Act read with entry of foreigners for tourism, business and medical purposes with one single visa. According to a government release, this initiative the Companies (Appointment and Remuneration of Managerial is expected to stimulate economic growth, increase earnings from Personnel) Rules, 2014 is provided in the Annexure forming part export of services like tourism, medical value travel and travel on of this Report. account of business and to make ‘Skill India’, ‘Digital India’, ‘Make in India’ and other such flagship initiatives of the Government FORWARD-LOOKING STATEMENTS successful. This Report contains forward-looking statements that involve risks and uncertainties. When used in this Report, the words ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘will’ and other similar On behalf of the Board expressions as they relate to the Company and / or its businesses are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward -looking statements, whether as a result of new information, future Place : New Delhi A Rajput J Singh events, or otherwise. Actual results, performances or achievements Date : 22nd April, 2017 Director Director
REPORT AND ACCOUNTS 2017 27 International Travel House Limited
ANNEXURE
Annual Report on CSR Activities of the Company for the financial year ended 31st March, 2017 [Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014]
1. A brief outline of the Company’s CSR Policy, The Corporate Social Responsibility (CSR) Policy provides that the Company may consider including overview of projects or programmes and undertake activities as provided in Schedule VII to the Companies Act, 2013 which inter- proposed to be undertaken alia includes eradication of poverty, environmental sustainability, empowerment of women, enhancing vocational skills, protection of national heritage, promoting education, conservation of natural resources, contribution to PM’s National Relief Fund, rural development projects and similar activities. The details of the CSR Policy may be accessed on the Company’s website at https://www. travelhouseindia.com/policies/Corporate_Social_Responsibility.pdf The Company has focussed on Rural Development by contributing towards the ITC Rural Development Trust . 2. Composition of CSR Committee Mr A Rajput (Chairman) Ms S Pillai Mr J Singh 3. Average Net Profits of the Company for last ` 24,57,40,085/- three financial years 4. Prescribed CSR expenditure (two percent of ` 49,14,802/- the amount stated under 3 above) 5. Details of CSR spent during the financial year 2016-17: Total amount spent for the financial year ` 49,14,802/- Total amount unspent Nil
Manner in which amount spent during the financial year 2016-17 is detailed below: Sl. CSR Project or Sector in which Projects or programmes Amount outlay Amount spent on the Cumulative Amount spent: No. activity identified the Project is (1) Local area or other (Budget) project projects or programmes expenditure Direct or covered (2) State and district or programmes Sub heads: upto the through where projects or wise 1. Direct expenditure reporting period Implementing programmes was on projects Agency undertaken or programmes 2. Overheads 1. Contribution to Undertaking N.A. ` 49,14,802/- ` 49,14,802/- ` 49,14,802/- Implimenting ITC Rural rural develop- Agency- ITC Development ment projects Rural Trust [covered under Development clause (x) of Trust, Kolkata Schedule VII to the Companies Act, 2013]
6. The CSR Committee affirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR Policy and objectives of the Company.
On behalf of the Board
Place : New Delhi A Rajput J Singh Date : 22nd April, 2017 Chairman - CSR Committee Director
REPORT AND ACCOUNTS 2017 28 International Travel House Limited
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FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN as on the Financial Year ended on 31st March, 2017
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS i) CIN : L63040DL1981PLC011941 ii) Registration Date : 29th June, 1981 iii) Name of the Company : International Travel House Limited iv) Category / Sub-Category of the Company : Public company - Limited by shares v) Address of the Registered office and contact details : ‘Travel House’, T-2, Community Centre Sheikh Sarai, Phase-I, New Delhi-110 017 Phone No. : 011 - 26017808 Fax No. : 011 - 26015113 e-mail ID : [email protected] vi) Whether Listed Company : Yes vii) Name, Address and Contact details of : MCS Share Transfer Agent Limited Registrar and Transfer Agent, if any F – 65, Okhla Industrial Area, Phase - I, New Delhi-110 020 Phone Nos. : (011) 41406149-52 II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY: Sl. Name and Description of NIC Code of the % to total turnover No. main products / services products / services of the Company
1. Travel Agents and Tour Operators 79110 and 79120 100%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: Nil
REPORT AND ACCOUNTS 2017 29 International Travel House Limited
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IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (i) Category-wise Shareholding:
Category of No. of Shares held at the No. of Shares held at the % Change Shareholders beginning of the year end of the year during Demat Physical Total % of Demat Physical Total % of the year Total Total Shares Shares A. Promoters (1) Indian a) Individual / HUF 0 0 0 0 0 0 0 0 0 b) Central Govt. 0 0 0 0 0 0 0 0 0 c) State Govt.(s) 0 0 0 0 0 0 0 0 0 d) Bodies Corp. 49,31,896 5 49,31,901 61.69 49,31,896 5 49,31,901 61.69 0 e) Banks / FI 0 0 0 0 0 0 0 0 0 f) Any Other 0 0 0 0 0 0 0 0 0 Sub-total (A)(1) 49,31,896 5 49,31,901 61.69 49,31,896 5 49,31,901 61.69 0 (2) Foreign a) NRIs - Individuals 0 0 0 0 0 0 0 0 0 b) Other - Individuals 0 0 0 0 0 0 0 0 0 c) Bodies Corp. 0 0 0 0 0 0 0 0 0 d) Banks / FI 0 0 0 0 0 0 0 0 0 e) Any Other 0 0 0 0 0 0 0 0 0 Sub-total (A)(2) 0 0 0 0 0 0 0 0 0 Total shareholding of Promoter (A) = (A)(1)+(A)(2) 49,31,896 5 49,31,901 61.69 49,31,896 5 49,31,901 61.69 0 B. Public Shareholding 1. Institutions a) Mutual Funds 0 0 0 0 0 0 0 0 0 b) Banks / FI 200 100 300 0.00 200 100 300 0.00 0 c) Central Govt. 0 0 0 0 0 0 0 0 0 d) State Govt.(s) 0 0 0 0 0 0 0 0 0 e) Venture Capital Funds 0 0 0 0 0 0 0 0 0 f) Insurance Companies 0 0 0 0 0 0 0 0 0 g) FIIs 0 200 200 0.00 0 200 200 0.00 0 h) Foreign Venture Capital 0 0 0 0 0 0 0 0 0 Funds i) Others (specify) 0 0 0 0 0 0 0 0 0 Sub-total (B)(1) 200 300 500 0.01 200 300 500 0.01 0 2. Non-Institutions a) Bodies Corp. i) Indian 3,19,553 4,446 3,23,999 4.05 3,60,940 4,446 3,65,386 4.57 0.52 ii) Overseas 0 0 0 0 0 0 0 0 0 b) Individuals i) Individual shareholders holding nominal share capital upto ` 1 lakh 20,07,316 3,46,269 23,53,585 29.44 20,87,099 3,35,244 24,22,343 30.30 0.86
REPORT AND ACCOUNTS 2017 30 International Travel House Limited
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Category of No. of Shares held at the No. of Shares held at the % Change Shareholders beginning of the year end of the year during the year Demat Physical Total % of Demat Physical Total % of Total Total Shares Shares ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh 2,56,218 0 2,56,218 3.20 2,16,920 0 2,16,920 2.71 (0.49) c) Others (specify) i) Trust & Foundations 3,150 0 3,150 0.04 3,150 0 3,150 0.04 0 ii) Non Resident Individuals 1,24,647 500 1,25,147 1.57 52,790 1,510 54,300 0.68 (0.89) Sub-total (B)(2) 27,10,884 3,51,215 30,62,099 38.30 27,20,899 3,41,200 30,62,099 38.30 0 Total Public Shareholding (B)=(B)(1)+ (B)(2) 27,11,084 3,51,515 30,62,599 38.31 27,21,099 3,41,500 30,62,599 38.31 0 C. Shares held by Custodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0 Grand Total (A+B+C) 76,42,980 3,51,520 79,94,500 100 76,52,995 3,41,505 79,94,500 100 0
(ii) Shareholding of Promoters: Sl. Shareholder’s Shareholding at the beginning Shareholding at the end % change in No. Name of the year of the year Shareholding No. of % of total % of Shares No. of % of total % of Shares during Shares Shares pledged / Shares Shares pledged / the year of the encumbered of the encumbered Company to total Company to total Shares Shares 1. Russell Credit Limited 36,26,638 45.36 Nil 36,26,638 45.36 Nil Nil 2. Russell Investments Limited 10,17,663 12.72 Nil 10,17,663 12.72 Nil Nil 3. ITC Limited 2,87,600 3.59 Nil 2,87,600 3.59 Nil Nil
(iii) C hange in Promoters’ Shareholding (please specify, if there is no change): Sl. Particulars Shareholding at the beginning Cumulative Shareholding No. of the year during the year No. of Shares % of total Shares No. of Shares % of total Shares of the Company of the Company At the beginning of the year Increase / Decrease in Promoters Shareholding during the year No Change in Shareholding during the year At the end of the year
REPORT AND ACCOUNTS 2017 31 International Travel House Limited
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(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): Sl. For each of the top ten Shareholding at the Cumulative Shareholding No. Shareholders beginning of the year during the year No. of Shares % of total Shares No. of Shares % of total Shares of the Company of the Company 1. Nitesh Arjun Thakkar At the beginning of the year N.A. N.A. Became a part of top ten Shareholders of the Company with effect from 16/09/2016 19,900 0.25 Increase / Decrease in Shareholding during the year w.e.f. 16/09/2016 23/09/2016 5,175 0.06 25,075 0.31 30/09/2016 2,157 0.03 27,232 0.34 14/10/2016 840 0.01 28,072 0.35 21/10/2016 32,728 0.41 60,800 0.76 28/10/2016 150 0.00 60,950 0.76 At the end of the year 60,950 0.76 2. Rajasthan Global Securities Private Limited At the beginning of the year 98,826 1.23 Increase / Decrease in Shareholding during the year 23/09/2016 (5,092) 0.06 93,734 1.17 30/09/2016 (1,218) 0.02 92,516 1.16 21/10/2016 (16,352) 0.20 76,164 0.95 28/10/2016 (7,601) 0.10 68,563 0.86 18/11/2016 (127) 0.00 68,436 0.86 25/11/2016 (30,413) 0.38 38,023 0.48 03/03/2017 11,434 0.14 49,457 0.62 10/03/2017 2,058 0.03 51,515 0.64 17/03/2017 1,000 0.01 52,515 0.66 24/03/2017 2,000 0.03 54,515 0.68 At the end of the year 54,515 0.68 3. Indian Syntans Investments (P) Ltd At the beginning of the year 42,399 0.53 Increase / Decrease in Shareholding 0 0 0 0 during the year At the end of the year 42,399 0.53 4. Amit Jain At the beginning of the year N.A. N.A. Became a part of top ten Shareholders of the Company with effect from 10/06/2016 35,000 0.44
REPORT AND ACCOUNTS 2017 32 International Travel House Limited
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Sl. For each of the top ten Shareholding at the Cumulative Shareholding No. Shareholders beginning of the year during the year No. of Shares % of total Shares No. of Shares % of total Shares of the Company of the Company Increase / Decrease in Shareholding during the year w.e.f. 10/06/2016 08/07/2016 25,000 0.31 60,000 0.75 21/10/2016 (20,000) 0.25 40,000 0.50 03/02/2017 (5,000) 0.06 35,000 0.44 At the end of the year 35,000 0.44 5. JM Financial Services Limited At the beginning of the year N.A. N.A. Became a part of top ten Shareholders of the Company with effect from 31/03/2017 34,859 0.44 At the end of the year 34,859 0.44 6. Aparnaa Sarees Private Limited At the beginning of the year N.A. N.A. Became a part of top ten Shareholders of the Company with effect from 23/09/2016 18,800 0.24 Increase / Decrease in Shareholding during the year w.e.f. 23/09/2016 30/09/2016 6,200 0.08 25,000 0.31 14/10/2016 (5,080) 0.06 19,920 0.25 21/10/2016 (226) 0.00 19,694 0.25 04/11/2016 21,368 0.27 41,062 0.51 11/11/2016 14,817 0.19 55,879 0.70 27/01/2017 (13,078) 0.16 42,801 0.54 03/02/2017 (4,041) 0.05 38,760 0.48 10/02/2017 (5,217) 0.07 33,543 0.42 At the end of the year 33,543 0.42 7. Dhaval Arjun Thakkar At the beginning of the year N.A. N.A. Became a part of top ten Shareholders of the Company with effect from 23/09/2016 17,900 0.22 Increase / Decrease in Shareholding during the year w.e.f. 23/09/2016 30/09/2016 2,053 0.03 19,953 0.25 07/10/2016 397 0.00 20,350 0.25 14/10/2016 850 0.01 21,200 0.27 21/10/2016 8,000 0.10 29,200 0.37 28/10/2016 150 0.00 29,350 0.37 At the end of the year 29,350 0.37
REPORT AND ACCOUNTS 2017 33 International Travel House Limited
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Sl. For each of the top ten Shareholding at the Cumulative Shareholding No. Shareholders beginning of the year during the year No. of Shares % of total Shares No. of Shares % of total Shares of the Company of the Company 8. Prithvi Vincom Private Limited At the beginning of the year N.A. N.A. Became a part of top ten Shareholders of the Company with effect from 24/02/2017 15,830 0.20 Increase / Decrease in Shareholding during the year w.e.f. 24/02/2017 03/03/2017 3,200 0.04 19,030 0.24 17/03/2017 939 0.01 19,969 0.25 31/03/2017 1,427 0.02 21,369 0.27 At the end of the year 21,396 0.27 9. Om Prakash Rawat At the beginning of the year 20,000 0.25 Increase / Decrease in Shareholding during the year 0 0 0 0 At the end of the year 20,000 0.25 10. Vincent Trading Private Limited At the beginning of the year N.A. N.A. Became a part of top ten Shareholders of the Company with effect from 29/07/2016 27,319 0.34 Increase / Decrease in Shareholding during the year w.e.f. 29/07/2016 16/09/2016 (4,001) 0.05 23,318 0.29 23/09/2016 (2,000) 0.03 21,318 0.27 07/10/20161 (8,247) 0.10 13,071 0.16 14/10/20161 7,423 0.09 20,494 0.26 21/10/2016 (1,944) 0.02 18,550 0.23 At the end of the year 18,550 0.23
1. Ceased to be part of the top ten Shareholders of the Company on 07/10/2016 and became part of the top ten Shareholders of the Company with effect from 14/10/2016. 11. Vijaya S At the beginning of the year 70,289 0.88 Increase / Decrease in Shareholding during the year 15/04/2016 (521) 0.01 69,768 0.87 13/05/2016 (1,707) 0.02 68,061 0.85 20/05/2016 (835) 0.01 67,226 0.84 27/05/2016 (20,817) 0.26 46,409 0.58 03/06/20161 (13,310) 0.17 33,099 0.41 At the end of the year N.A. N.A.
1. Ceased to be part of the top ten Shareholders of the Company on 03/06/2016.
REPORT AND ACCOUNTS 2017 34 International Travel House Limited
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Sl. For each of the top ten Shareholding at the Cumulative Shareholding No. Shareholders beginning of the year during the year No. of Shares % of total Shares No. of Shares % of total Shares of the Company of the Company 12. Dr Sanjeev Arora At the beginning of the year 62,212 0.78 Increase / Decrease in Shareholding during the year 06/05/2016 (6,000) 0.08 56,212 0.70 13/05/2016 (2,000) 0.03 54,212 0.68 27/05/2016 (2,000) 0.03 52,212 0.65 17/06/2016 (8,000) 0.10 44,212 0.55 24/06/2016 (8,000) 0.10 36,212 0.45 30/06/2016 (6,000) 0.08 30,212 0.38 08/07/2016 (6,000) 0.08 24,212 0.30 15/07/2016 (5,649) 0.07 18,563 0.23 22/07/20161 (2,000) 0.03 16,563 0.21 At the end of the year N.A. N.A.
1. Ceased to be part of the top ten Shareholders of the Company on 22/07/2016. 13. Vikram Chinubhai Shah At the beginning of the year 25,500 0.32 Increase / Decrease in Shareholding during the year 10/6/20161 (500) 0.01 25,000 0.31 At the end of the year N.A. N.A.
1. Ceased to be part of the top ten Shareholders of the Company on 10/06/2016. 14. Shanthi Chandrasekhar At the beginning of the year 25,019 0.31 Increase / Decrease in Shareholding during the year 08/04/2016 (1,644) 0.02 23,375 0.29 22/04/2016 (2,275) 0.03 21,100 0.26 08/07/2016 (2,302) 0.03 18,798 0.24 15/07/20161 (1,798) 0.02 17,000 0.21 At the end of the year N.A. N.A.
1. Ceased to be part of the top ten Shareholders of the Company on 15/07/2016. 15. Chandrasekhar D At the beginning of the year 23,527 0.29 Increase / Decrease in Shareholding w.e.f. 08/04/20161 (11,896) 0.15 11,631 0.15 At the end of the year N.A. N.A.
1. Ceased to be part of the top ten Shareholders of the Company on 08/04/2016.
REPORT AND ACCOUNTS 2017 35 International Travel House Limited
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Sl. For each of the top ten Shareholding at the Cumulative Shareholding No. Shareholders beginning of the year during the year No. of Shares % of total Shares No. of Shares % of total Shares of the Company of the Company 16. S Shaym At the beginning of the year 18,455 0.23 Increase / Decrease in Shareholding during the year 08/04/20161 (8,047) 0.10 10,381 0.13 At the end of the year N.A. N.A.
1. Ceased to be part of the top ten Shareholders of the Company on 08/04/2016. 17. Rajan Rakheja At the beginning of the year 15,617 0.20 Increase / Decrease in Shareholding during the year 27/05/20161 0 0.00 15,617 0.20 10/06/20161 0 0.00 15,617 0.20 24/06/20162 0 0.00 15,617 0.20 08/07/20162 0 0.00 15,617 0.20 16/09/20163 0 0.00 15,617 0.20 At the end of the year N.A. N.A.
1. Ceased to be part of the top ten Shareholders of the Company on 27/05/2016 and became part of the top ten Shareholders of the Company with effect from 10/06/2016.
2. Ceased to be part of top ten Shareholders of the Company on 24/06/2016 and became part of the top ten Shareholders of the Company with effect from 08/07/2016.
3. Ceased to be part of top ten Shareholders of the Company on 16/09/2016. 18. ASE Capital Markets Limited At the beginning of the year N.A. N.A. Became a part of top ten Shareholders of the Company with effect from 09/09/2016 48,300 0.60 Increase / Decrease in Shareholding during the year w.e.f. 09/09/2016 16/09/20161 (48,050) 0.60 250 0.00 At the end of the year N.A. N.A.
1. Ceased to be part of the top ten Shareholders of the Company on 16/09/2016. 19. Darshan Financial Services Pvt Ltd At the beginning of the year N.A. N.A. Became a part of top ten Shareholders of the Company with effect from 20/01/2017 26,907 0.34 Increase / Decrease in Shareholding during the year w.e.f. 20/01/2017 27/01/2017 (90) 0.00 26,817 0.34 17/02/2017 4,792 0.06 31,609 0.40 31/03/20171 (31,609) 0.40 0 0.00 At the end of the year N.A. N.A.
1. Ceased to be part of the top ten Shareholders of the Company on 31/03/2017. REPORT AND ACCOUNTS 2017 36 International Travel House Limited
ANNEXURE
Sl. For each of the top ten Shareholding at the Cumulative Shareholding No. Shareholders beginning of the year during the year No. of Shares % of total Shares No. of Shares % of total Shares of the Company of the Company 20. Suprapti Finvest Pvt ltd At the beginning of the year N.A. N.A. Became a part of top ten Shareholders of the Company with effect from 25/11/2016 25,000 0.31 Increase / Decrease in Shareholding during the year w.e.f. 25/11/2016 27/01/2017 (5,000) 0.06 20,000 0.25 03/02/20171 (10,000) 0.13 10,000 0.13 At the end of the year N.A. N.A.
1. Ceased to be part of the top ten Shareholders of the Company on 03/02/2017. 21. Amit Mehta At the beginning of the year N.A. N.A. Became a part of top ten Shareholders of the Company with effect from 16/09/2016 19,758 0.25 Increase / Decrease in Shareholding during the year w.e.f. 16/09/2016 07/10/2016 (1,000) 0.01 18,758 0.23 21/10/20161 (2,101) 0.03 16,657 0.21 At the end of the year N.A. N.A.
1. Ceased to be part of the top ten Shareholders of the Company on 21/10/2016. 22. Yogesh Rasiklal Doshi At the beginning of the year N.A. N.A. Became a part of top ten Shareholders of the Company with effect from 22/07/2016 16,828 0.21 Increase / Decrease in Shareholding during the year w.e.f. 22/07/2016 29/07/20161 (14,728) 0.18 2,100 0.03 12/08/20161 1,000 0.01 14,737 0.18 19/08/2016 1,463 0.02 16,200 0.20 26/08/2016 168 0.00 16,368 0.20 02/09/20162 (6,333) 0.08 10,035 0.13 16/09/20162 34,607 0.43 45,000 0.56 28/10/2016 (8,384) 0.10 36,616 0.46 04/11/2016 6,915 0.09 43,531 0.54 11/11/2016 1,469 0.02 45,000 0.56 18/11/2016 3,201 0.04 48,201 0.60 25/11/2016 11,263 0.14 59,464 0.74 02/12/2016 (2,951) 0.04 56,513 0.71 09/12/2016 810 0.01 57,323 0.72 16/12/2016 (465) 0.01 56,858 0.71
REPORT AND ACCOUNTS 2017 37 International Travel House Limited
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Sl. For each of the top ten Shareholding at the Cumulative Shareholding No. Shareholders beginning of the year during the year No. of Shares % of total Shares No. of Shares % of total Shares of the Company of the Company 23/12/2016 250 0.00 57,108 0.71 31/12/2016 341 0.00 57,449 0.72 06/01/2017 (6,618) 0.08 50,831 0.64 13/01/2017 (20,704) 0.26 30,127 0.38 20/01/20173 (30,127) 0.38 0 0.00 At the end of the year N.A. N.A.
1. Ceased to be part of the top ten Shareholders of the Company on 29/07/2016 and became part of the top ten Shareholders of the Company with effect from 12/08/2016. 2. Ceased to be part of top ten Shareholders of the Company on 02/09/2016 and became part of the top ten Shareholders of the Company with effect from 16/09/2016. 3. Ceased to be part of top ten Shareholders of the Company on 20/01/2017. 23. Amit Jain At the beginning of the year N.A. N.A. Became a part of top ten Shareholders of the Company with effect from 13/05/2016 16,707 0.21 Increase / Decrease in Shareholding during the year w.e.f. 13/05/2016 20/05/2016 1,586 0.02 18,293 0.23 27/05/2016 13,869 0.17 32,162 0.40 03/06/2016 5,302 0.07 37,464 0.47 10/06/20161 (28,259) 0.35 9,205 0.12 24/06/20161 4,525 0.06 19,988 0.25 30/06/2016 8,055 0.10 28,043 0.35 08/07/20162 (24,350) 0.30 3,693 0.05 At the end of the year N.A. N.A.
1. Ceased to be part of the top ten Shareholders of the Company on 10/06/2016 and became part of the top ten Shareholders of the Company with effect from 24/06/2016. 2. Ceased to be part of top ten Shareholders of the Company on 08/07/2016. 24. Jain Pal Jain At the beginning of the year N.A. N.A. Became a part of top ten Shareholders of the Company with effect from 08/07/2016 14,881 0.19 Increase / Decrease in Shareholding during the year w.e.f. 08/07/2016 29/07/20161 (14,881) 0.19 0 0 At the end of the year N.A. N.A.
1. Ceased to be part of the top ten Shareholders of the Company on 29/07/2016. 25. Adroit Fin Services Pvt Ltd At the beginning of the year N.A. N.A. Became a part of top ten Shareholders of the Company with effect from 08/04/2016 14,493 0.18
REPORT AND ACCOUNTS 2017 38 International Travel House Limited
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Sl. For each of the top ten Shareholding at the Cumulative Shareholding No. Shareholders beginning of the year during the year No. of Shares % of total Shares No. of Shares % of total Shares of the Company of the Company Increase / Decrease in Shareholding during the year w.e.f. 08/04/2016 15/04/2016 (200) 0.00 14,293 0.18 22/04/2016 100 0.00 14,393 0.18 29/04/2016 682 0.01 15,075 0.19 06/05/2014 (100) 0.00 14,975 0.19 13/05/2016 500 0.01 15,475 0.19 20/05/2016 1,020 0.01 16,495 0.21 03/06/2016 100 0.00 16,595 0.21 17/06/2016 700 0.01 17,295 0.22 24/06/2016 (100) 0.00 17,195 0.22 08/07/20161 (15,245) 0.19 1,950 0.02 29/07/20161 19,117 0.24 20,970 0.26 12/08/2016 (100) 0.00 20,870 0.26 26/08/2016 1,070 0.01 21,940 0.27 02/09/2016 100 0.00 22,040 0.28 16/09/2016 (4,286) 0.05 17,754 0.22 23/09/20162 0 0.00 17,754 0.22 At the end of the year N.A. N.A.
1. Ceased to be part of the top ten Shareholders of the Company on 08/07/2016 and became part of the top ten Shareholders of the Company with effect from 29/07/2016. 2. Ceased to be part of top ten Shareholders of the Company on 23/09/2016. 26. Religare Securities Limited At the beginning of the year N.A. N.A. Became a part of top ten Shareholders of the Company with effect from 02/09/2016 14,319 0.18 Increase / Decrease in Shareholding during the year w.e.f. 02/09/2016 16/09/20161 (61) 0.00 14,258 0.18 At the end of the year N.A. N.A.
1. Ceased to be part of the top ten Shareholders of the Company on 16/09/2016. 27. Jainam Share Consultants Pvt. Ltd At the beginning of the year N.A. N.A. Became a part of top ten Shareholders of the Company with effect from 08/04/2016 14,010 0.18 Increase / Decrease in Shareholding during the year w.e.f. 08/04/2016 15/04/2014 100 0.00 14,110 0.18 22/04/2016 1,050 0.01 15,160 0.19 06/05/2016 50 0.00 15,210 0.19
REPORT AND ACCOUNTS 2017 39 International Travel House Limited
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Sl. For each of the top ten Shareholding at the Cumulative Shareholding No. Shareholders beginning of the year during the year No. of Shares % of total Shares No. of Shares % of total Shares of the Company of the Company 13/05/20161 200 0.00 15,410 0.19 27/05/20161 400 0.01 15,910 0.20 03/06/2016 (153) 0.00 15,757 0.20 17/06/2016 742 0.01 16,499 0.21 24/06/2017 250 0.00 16,749 0.21 30/06/2017 (20) 0.00 16,729 0.21 15/07/2016 (83) 0.00 16,646 0.21 22/07/2016 280 0.00 16,926 0.21 29/07/2016 480 0.01 17,406 0.22 05/08/2016 (223) 0.00 17,183 0.21 12/08/2016 (124) 0.00 17,059 0.21 19/08/2016 50 0.00 17,109 0.21 26/08/2016 150 0.00 17,259 0.22 09/09/2016 (100) 0.00 17,159 0.21 16/09/20162 (25) 0.00 17,134 0.21 07/10/20162 1,100 0.01 18,384 0.23 14/10/20163 200 0.00 18,584 0.23 21/10/20163 0 0.00 18,584 0.23 28/10/2016 (1,000) 0.01 17,584 0.22 04/11/2016 50 0.00 17,634 0.22 11/11/20164 70 0.00 17,704 0.22 03/02/20174 490 0.01 18,119 0.23 10/02/2017 (390) 0.00 17,729 0.22 17/02/2017 400 0.01 18,129 0.23 24/02/20175 (5,000) 0.06 13,129 0.16 At the end of the year N.A. N.A.
1. Ceased to be part of the top ten Shareholders of the Company on 13/05/2016 and became part of the top ten Shareholders of the Company with effect from 27/05/2016.
2. Ceased to be part of top ten Shareholders of the Company on 16/09/2016 and became part of the top ten Shareholders of the Company with effect from 07/10/2016.
3. Ceased to be part of top ten Shareholders of the Company on 14/10/2016 and became part of the top ten Shareholders of the Company with effect from 21/10/2016.
4. Ceased to be part of top ten Shareholders of the Company on 11/11/2016 and became part of the top ten Shareholders of the Company with effect from 03/02/2017.
5. Ceased to be part of top ten Shareholders of the Company on 24/02/2017. Note: The dates of increase / decrease in shareholding, as indicated above, are based on downloads of beneficial ownership provided by the Depositories, generally every Friday.
REPORT AND ACCOUNTS 2017 40 International Travel House Limited
ANNEXURE
(v) Shareholding of Directors and Key Managerial Personnel:
Sl. For each of the Directors Shareholding at the Cumulative Shareholding No. and KMP beginning of the year during the year No. of Shares % of total Shares No. of Shares % of total Shares held of the Company held of the Company singly / jointly singly / jointly 1. N Anand (Chairman) At the beginning of the year 100 0 Increase / Decrease in Shareholding during the year 0 0 0 0 At the end of the year 100 0
Mr A Rajput, Mr H P Ranina, Mr K L Thapar, and Ms S Pillai, Directors, and Ms J Aggarwal, Company Secretary, did not hold any Shares of the Company, either at the beginning or at the end of the year or at any time during the year. Mr J Singh, Director, and Mr S Sequeira, Chief Financial Officer, did not hold any Shares of the Company either at the time of their appointment or at the end of the year or at any time since their appointment till 31st March, 2017. V. INDEBTEDNESS Indebtedness of the Company including interest outstanding / accrued but not due for payment: NIL
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Wholetime Directors and / or Manager: ( ` in Lakhs) Sl. Particulars of Remuneration of Mr G Arora (Manager) # Total Amount No. 1. Gross Salary (i) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 4.43 (ii) Value of perquisites under Section 17(2) of the Income-tax Act, 1961 0.17 (iii) Profits in lieu of salary under Section 17(3) of the Income-tax Act, 1961 0.00 2. Stock Option 0.00 3. Sweat Equity 0.00 4. Commission - as % of profit 0.00 - others, specify 0.00 5. Others, please specify 0.00 Total (A) 4.60 Ceiling as per the Act 96.18 (Being 5% of the Net Profits of the Company as calculated under Section 198 of the Companies Act, 2013)
# Appointed as Manager w.e.f 6th February 2017.
REPORT AND ACCOUNTS 2017 41 International Travel House Limited
ANNEXURE
B. Remuneration to the other Directors: (` in Lakhs) Sl. Directors Particulars of Remuneration Total No. Amount 1. Independent Directors Fee for attending Commission Independent Board and Board Directors’ Committee Meetings Meeting Fees S Pillai 1.90 0.00 0.10 2.00 H P Ranina 1.10 0.00 0.10 1.20 K L Thapar 1.80 0.00 0.10 1.90 Total (B)(1) 5.10 2. Other Non-Executive Directors N Anand 0.00 0.00 0.00 0.00 A Rajput 0.00 0.00 0.00 0.00 J Singh 0.00 0.00 0.00 0.00 Total (B)(2) 0.00 Total Amount (B) = (B)(1) + (B)(2) 5.10 Total Managerial Remuneration ( A+B ) 9.70 Overall Ceiling as per the Act 211.60 (Being 11% of the Net Profits of the Company as calculated under Section 198 of the Companies Act, 2013)
C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD: (` in Lakhs) Sl. Particulars of Remuneration Key Managerial Personnel Total Amount No. S Sequeira* J Aggarwal Chief Financial Officer Company Secretary 1. Gross Salary (a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 20.46 30.02 50.48 (b) Value of perquisites under Section 17(2) of the Income-tax Act, 1961 3.59 1.73 5.32 (c) Profits in lieu of salary under Section 17(3) of the Income-tax Act, 1961 0.00 0.00 0.00 2. Stock Option 0.00 0.00 0.00 3. Sweat Equity 0.00 0.00 0.00 4. Commission - as % of profit 0.00 0.00 0.00 - others, specify 0.00 0.00 0.00 5. Others, please specify 0.00 0.00 0.00 Total 24.05 31.75 55.80 * Appointed as Chief Financial Officer w.e.f. 1st November, 2016. Mr S Sequeira and Ms J Aggarwal are on deputation from ITC Limited (ITC) and have been granted Stock Options by ITC under its Employee Stock Option Schemes at ‘market price’ [within the meaning of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014]. Since such Options are not tradeable, no perquisite or benefit is immediately conferred upon them by such grant of Options, and accordingly the said grant has not been considered as remuneration. VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES against the Company, Directors and other Officers in Default under the Companies Act, 2013: NONE On behalf of the Board Place : New Delhi A Rajput J Singh Date : 22nd April, 2017 Director Director
REPORT AND ACCOUNTS 2017 42 International Travel House Limited
ANNEXURE
A. Information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Name of Directors & Designation Ratio of Remuneration Increase in Key Managerial to Median Remuneration Remuneration Personnel of all Employees over LY (%) N Anand Non-Executive Chairman - - S Pillai Independent Director 0.50:1 74 # A Rajput Non-Executive Director - - H P Ranina Independent Director 0.30:1 17 # J Singh Non-Executive Director - - K L Thapar Independent Director 0.48:1 31 # A Baijal Independent Director (resigned on 30th December, 2016) 0.13:1 (41) J J Ghadiali Managing Director (resigned on 27th January, 2017) 19:1 19 * G Arora Senior Executive Vice President-Operations 1.2:1 - & Manager (w.e.f. 6th February, 2017) J Aggarwal Company Secretary 8:1 6 S Sequeira Chief Financial Officer (w.e.f. 1st November, 2016) 6:1 - S Datta Chief Financial Officer (resigned on 1st November, 2016) 9:1 (26)
#Reflects increase in sittings fees with effect from 23rd July, 2015. *Reflects payment towards leave encashment on resignation.
Notes 1. The number of permanent employees as on 31st March, 2017 was 698. 2. Compared to the previous year 2015-16, the figures for the current year 2016-17 reflect that: i) Median remuneration and average remuneration of employees have increased by 6.20% and 7.06% respectively. ii) Average remuneration of employees excluding Key Managerial Personnel (KMPs) has increased by 11.10%. iii) Increase in remuneration of KMPs by 21.4% is primarily towards leave encashment of the Managing Director and change in Chief Financial Officer. 3. The remuneration of the Directors, KMPs and other employees is in accordance with the Remuneration Policy of the Company.
REPORT AND ACCOUNTS 2017 43 International Travel House Limited
ANNEXURE J Singh Director
9 Ltd. Ltd. I.B. & W & I.B. *ITC Limited *ITC Limited *ITC Limited *ITC Limited *ITC Limited Company Ltd. Ltd. Company Manager - HR Fertilizer Ltd. . . Fertilizer Ltd. Sales Executive Position Held Position Manager - Audit Sr. Manager - IT Sr. On behalf of the Board General Manager Joy Travel Pvt. Ltd. Ltd. Pvt. Travel Joy Manager - Finance Accounts Assistant Assistant Secretary Sr. Accounts Officer Sr. Taj Trade & Transport & Trade Taj Rashtriya Chemical & Commercial Manager Commercial Antaeus Rent Car Pvt. Antaeus Rent Car Pvt. Communications Pvt. Ltd. Ltd. Pvt. Communications
Previous Employment / Employment Previous A Rajput Director
8 Date of 04.04.1984 19.05.1992 07.01.2014 01.11.2016 03.05.1993 04.01.2009 01.10.2000 01.11.1982 01.02.2013 01.11.2015 Deputation of Employment / of Employment Commencement
7 33 28 14 19 35 28 30 37 28 22 (Years) Experience
6 B.Com in Public F.C.S., LL.B. F.C.S., B.Sc., A.C.A. B.Sc., B.Sc., A.C.A. B.Sc., Management B.Com(Hons), B.Com(Hons), DOEACC “A” DOEACC B.Com, A.C.A. B.Com, Administration Qualifications B. Tech, P.G.D.M. Tech, B. Tourism P.G. B.A, M.Com, Diploma M.Com, Diploma in Hotel B.Com, A.C.A., C.W.A. A.C.A., B.Com,
5 9,45,791 10,56,178 12,50,421 13,68,655 17,03,829 17,26,612 19,76,038 22,94,638 27,20,199 19,84,278 Net Remuneration Net Remuneration
4
( ` ) 13,56,671 13,86,232 15,66,934 24,64,569 26,18,236 29,13,961 33,01,104 35,50,498 44,26,126 39,04,951 Gross Remuneration Remuneration Gross
3 Manager VP Finance Technology Designation Head - Information Head - Information Company Secretary Company Senior Executive Vice Senior Executive Chief Financial Officer Head of Internal Audit Head of Internal General Manager - HR President-Operations & President-Operations General Manager - Leisure Regional Financial Controller General Manager, CRD & HTS General Manager,
2 53 49 39 44 61 52 56 59 48 50 Age 1 In respect of employees on deputation, gross remuneration disclosed as above is the deputation cost which is borne by the Company. the Company. is the deputation cost which borne by disclosed as above remuneration gross on deputation, of employees In respect gratuity for except provisions perquisites & other benefits / applicable allowances fund, contribution to provident Company’s variable pay, includes salary, remuneration gross the other employees, For 2013. Act, has the meaning assigned to it under Companies ‘remuneration’ The term basis. Company determined on an overall actuarially encashment which are and leave fund. contribution to provident own and employee’s comprises cash income less tax & education cess deducted at source Net remuneration price’ [within the meaning of Securities and ‘market Stock Option Schemes at ITC under its Employee been granted Stock Options by ITC Limited (ITC) have on deputation from who are Employees such grant of Options, upon them by conferred or benefit is immediately no perquisite not tradeable, Since such Options are 2014]. Benefits) Regulations, Based Employee of India (Share Exchange Board as remuneration. the said grant has not been considered and accordingly rules. with terms and conditions as per Company’s contractual in accordance on deputation) are (except in case of employees All appointments / Manager of the Company. Director of any is a relative employees None of the above Mr Asish Bhattacharjee holds one share in the Company and no other employee listed above holds any share in the Company. share holds any listed above and no other employee in the Company Asish Bhattacharjee holds one share Mr New Delhi New 22nd April, 2017 April, 22nd : :
Information pursuant to Section 197 of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Rules, of Managerial Personnel) with Rules 5(2) and 5(3) of the Companies (Appointment Remuneration 2013 read Act, pursuant to Section 197 of the Companies Information
M C Sreepad Gurinder Bawa Ravindra Chaudhary Ravindra Savio Sequeira Savio Asish Bhattacharjee Vikas Saxena Janaki Aggarwal Janaki Arora Ghanshyam Names of Employees Chandra Sekhar Khaitan Choudhury Koushik
B.
ITC Limited * On deputation from Notes: a. b. c. d. e. f.
Place g. Date
REPORT AND ACCOUNTS 2017 44 International Travel House Limited
ANNEXURE
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
The Members, International Travel House Limited We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by International Travel House Limited, a Company incorporated under the provisions of the Companies Act, 1956 and having its Rregistered Office at “Travel House”, T-2, Community Centre, Sheikh Sarai, Phase-I, New Delhi -110017 (hereinafter referred to as the ‘Company’) for the period commencing from 1st April, 2016 till 31st March, 2017 (hereinafter referred to as the ‘Audit Period’). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinions thereon. Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2017 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2017, according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (c) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; (d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client (vi) The other laws as informed and certified by the Management of the Company which are specifically applicable to the Company based on their sector / industry are: 1. The Motor Vehicles Act, 1988; 2. Rent a Cab Scheme, 1989
REPORT AND ACCOUNTS 2017 45 International Travel House Limited
ANNEXURE
We have also examined compliance with the applicable clauses of the following: (i) The Secretarial Standards issued by The Institute of Company Secretaries of India with respect to Board and General Meeting. (ii) The Listing Agreement entered into by the Company with BSE Limited read with SEBI (Listing Obligation and Disclosure Requirment) Regulation, 2015. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. as mentioned above. We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with provisions of the Act. Adequate notice is given to all Directors for the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting for meaningful participation at the meeting. All decisions at Board Meetings and Committee Meetings were carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with the applicable laws, rules, regulations and guidelines. We further report that during the audit period the Company has had no specific events / actions that have a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.
for P B & Associates Company Secretaries
Place : New Delhi Pooja Bhatia Date : 22nd April, 2017 FCS: 7673 CP: 6485
Note: This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.
REPORT AND ACCOUNTS 2017 46 International Travel House Limited
ANNEXURE
Annexure : A
The Members, International Travel House Limited “Travel House”, T-2 Community Centre, Sheikh Sarai, Phase-I New Delhi - 110 017 Our report of the even date is to be read along with this letter 1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on the random test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. for P B & Associates Company Secretaries
Place : New Delhi Pooja Bhatia Date : 22nd April, 2017 FCS: 7673 CP: 6485
REPORT AND ACCOUNTS 2017 47 International Travel House Limited
CERTIFICATE ON COMPLIANCE WITH CONDITIONS OF CORPORATE GOVERNANCE CERTIFICATE ON COMPLIANCE WITH CONDITIONS OF CORPORATE GOVERNANCE
To the Members of International Travel House Limited We have examined the compliance of conditions of Corporate Governance by International Travel House Limited, for the year ended on March 31, 2017, as stipulated in Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing Agreement of the said Company with stock exchange(s). The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing Agreement of the said Company with stock exchange(s). We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.
for S. R. Batliboi & Associates LLP ICAI Firm Registration No.101049W/E300004 Chartered Accountants
per Yogesh Midha Place : New Delhi Partner Date : 22nd April, 2017 Membership No.: 94941
REPORT AND ACCOUNTS 2017 48 International Travel House Limited
CEO AND CFO COMPLIANCE CERTIFICATE
We, A Kumar, Chief Executive Officer and S Sequeira, Chief Financial Officer, certify that: a) We have reviewed the financial statements including cash flow statement for the year ended 31st March, 2017 and to the best of our knowledge and belief : i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with Indian Accounting Standards, applicable laws and regulations. b) To the best of our knowledge and belief, no transactions entered into by the Company during the year ended 31st March, 2017 are fraudulent, illegal or violative of the Company’s code of conduct. c) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting. Deficiencies in the design or operation of such internal controls, if any, of which we are aware have been disclosed to the auditors and the Audit Committee and steps have been taken to rectify these deficiencies. d) i) There has not been any significant change in internal control over financial reporting during the year under reference; ii) The changes in the Significant Accounting Policies arising from the adoption of the Indian Accounting Standards have been discussed with the auditors and have been approved by the Audit Committee; and iii) We are not aware of any instance during the year of significant fraud with involvement therein of the management or any employee having a significant role in the Company’s internal control system over financial reporting.
Place : New Delhi S Sequeira A Kumar Date : 22nd April, 2017 Chief Financial Officer Chief Executive Officer
REPORT AND ACCOUNTS 2017 49 International Travel House Limited
BALANCE SHEET AS AT 31ST MARCH, 2017
Balance Sheet as at As at As at As at Note 31st March, 2017 31st March, 2016 1st April, 2015 ASSETS ` ` ` Non-Current Assets Property, Plant and Equipment 3A 36,54,45,181 45,49,23,510 42,49,33,457 Capital Work-in-progress 3B 36,51,405 58,29,582 39,40,787 Other Intangible Assets 3C 3,92,42,799 4,59,98,292 4,86,64,880 Intangible Assets Under Development 3D 13,33,375 2,43,025 9,82,962 Financial Assets Investments 4 - - - Loans 5 34,617 68,783 1,45,715 Other Financial Assets 6 2,86,73,609 2,18,25,213 1,90,11,914 Income Tax Asset (Net) 7 2,55,07,477 2,73,43,402 2,63,44,641 Other Non-Current Assets 8 14,67,707 20,04,215 69,84,678 Total Non-Current Assets 46,53,56,170 55,82,36,022 53,10,09,034 Current Assets Financial Assets Investments 9 41,01,17,292 23,02,56,067 26,78,62,225 Trade Receivables 10 1,05,74,67,190 94,20,23,316 94,47,48,959 Cash and Cash Equivalents 11 3,43,97,198 8,33,29,973 4,13,18,383 Bank Balances other than (11) above 12 5,18,83,254 6,12,21,678 5,75,34,177 Loans 13 2,08,481 1,75,447 5,74,866 Other Financial Assets 14 1,36,37,547 1,34,66,317 1,93,68,734 Other Current Assets 15 9,70,22,781 12,39,20,858 8,52,25,869 Total Current Assets 1,66,47,33,743 1,45,43,93,656 1,41,66,33,213 Total Assets 2,13,00,89,913 2,01,26,29,678 1,94,76,42,247 EQUITY AND LIABILITIES Equity Equity Share Capital 16 7,99,45,000 7,99,45,000 7,99,45,000 Other Equity 1,54,01,40,312 1,50,22,60,031 1,42,25,35,530 Total Equity 1,62,00,85,312 1,58,22,05,031 1,50,24,80,530 LIABILITIES Non-Current Liabilities Provisions 17 2,74,13,426 2,26,24,778 1,95,32,482 Deferred Tax Liabilities (Net) 18 2,26,33,411 2,95,45,104 2,45,66,661 Other Non-Current Liabilities 19 - 91,33,573 1,51,94,421 Total Non-Current Liabilities 5,00,46,837 6,13,03,455 5,92,93,564 Current Liabilities Financial Liabilities Trade Payables 20 34,78,48,252 27,93,88,853 28,60,76,636 Other Financial Liabilities 21 57,33,254 54,09,140 50,34,177 Other Current Liabilities 22 6,19,24,584 6,59,54,407 7,63,85,856 Provisions 23 1,99,17,567 1,11,35,866 81,76,871 Current Tax Liabilities (Net) 24 2,45,34,107 72,32,926 1,01,94,613 Total Current Liabilities 45,99,57,764 36,91,21,192 38,58,68,153 Total Equity and Liabilities 2,13,00,89,913 2,01,26,29,678 1,94,76,42,247 The accompanying notes 1 to 36 are an integral part of the Financial Statements. In terms of our report attached On behalf of the Board for S. R. Batliboi & Associates LLP ICAI Firm Registration No.: 101049W/E300004 A Rajput J Singh Chartered Accountants Director Director per Yogesh Midha S Sequeira J Aggarwal Partner Chief Financial Officer Company Secretary Membership No.: 94941 Place : New Delhi Place : New Delhi Date : 22nd April, 2017 Date : 22nd April, 2017
REPORT AND ACCOUNTS 2017 50 International Travel House Limited
Statement of profit and loss FOR THE YEAR ENDED 31ST MARCH, 2017
For the year ended For the year ended Note 31st March, 2017 31st March, 2016 ` ` I Revenue from Operations 26 2,01,54,19,077 1,95,90,63,065 II Other Income 27 4,19,53,337 4,13,85,837 III Total Income (1+II) 2,05,73,72,414 2,00,04,48,902 IV Expenses Employee Benefits Expense 28 48,58,88,220 46,79,63,698 Finance Costs 29 2,95,993 2,61,362 Depreciation and Amortisation Expense 3 12,05,30,283 11,93,09,475 Other Expenses 30 1,26,75,66,925 1,25,19,19,466 Total Expenses (IV) 1,87,42,81,421 1,83,94,54,001
V Profit Before Tax (III- IV) 18,30,90,993 16,09,94,901 VI Tax Expense: Current Tax 31 7,82,78,663 5,99,54,032 Deferred Tax 31 (69,11,694) 49,78,444 Total Tax Expense (VI) 7,13,66,969 6,49,32,476
VII Profit for the Year (V - VI) 11,17,24,024 9,60,62,425 Other Comprehensive Income Items that will not be reclassified to Profit or Loss Re-measurement of Defined Benefit Plans (1,08,60,676) (19,76,514) Income Tax effect relating to items that will not be reclassified to Profit or Loss 37,58,663 6,84,032 VIII Other Comprehensive Income for the Year (71,02,013) (12,92,482)
IX Total Comprehensive Income for the Year ( VII + VIII) 10,46,22,011 9,47,69,943 X Earnings Per Share (Face Value of ` 10/- each) Basic 32(i) 13.98 12.02 Diluted 32(i) 13.98 12.02
The accompanying notes 1 to 36 are an integral part of the Financial Statements. In terms of our report attached On behalf of the Board for S. R. Batliboi & Associates LLP ICAI Firm Registration No.: 101049W/E300004 A Rajput J Singh Chartered Accountants Director Director
per Yogesh Midha S Sequeira J Aggarwal Partner Chief Financial Officer Company Secretary Membership No.: 94941 Place : New Delhi Place : New Delhi Date : 22nd April, 2017 Date : 22nd April, 2017
REPORT AND ACCOUNTS 2017 51 International Travel House Limited
Statement of Changes in equity
Statement of Changes in Equity for the year ended 31st March, 2017
A. Equity Share Capital (`) Balance at the Changes in equity Balance at the end of beginning of the share capital the reporting period reporting period during the year
For the year ended 31st March, 2016 7,99,45,000 - 7,99,45,000 For the year ended 31st March, 2017 7,99,45,000 - 7,99,45,000
B. Other Equity (`)
Reserves and Surplus Particulars Securities Capital general Deemed retained Total Premium Reserve Reserve Equity Earnings Contribution Balance as at 1st April, 2015 11,85,59,230 31,52,525 16,64,22,917 - 1,13,44,00,858 1,42,25,35,530 Profit for the year - - - - 9,60,62,425 9,60,62,425 Other Comprehensive Income (Net of Tax) - - - - (12,92,482) (12,92,482) Total Comprehensive Income for the year - - - - 9,47,69,943 9,47,69,943 Dividend Paid (2015 - ` 4.25 per share) - - - - (3,39,76,625) (3,39,76,625) Income Tax on Dividend Paid - - - - (69,16,961) (69,16,961) Employee share based payment expense - - - 2,58,48,144 - 2,58,48,144 Balance as at 31st March, 2016 11,85,59,230 31,52,525 16,64,22,917 2,58,48,144 1,18,82,77,215 1,50,22,60,031 Profit for the year - - - - 11,17,24,024 11,17,24,024 Other Comprehensive Income (Net of Tax) - - - - (71,02,013) (71,02,013) Total Comprehensive Income for the year - - - - 10,46,22,011 10,46,22,011 Dividend Paid (2016- ` 4.25 per share) - - - - (3,39,76,625) (3,39,76,625) Income tax on Dividend Paid - - - - (69,16,961) (69,16,961) Employee share based payment expense reimbursed - - - (2,58,48,144) - (2,58,48,144) Balance as at 31st March, 2017 11,85,59,230 31,52,525 16,64,22,917 - 1,25,20,05,640 1,54,01,40,312
The Board of Directors of the Company recommended a dividend of ` 4.25 per share (for the year ended 31st March, 2016 - ` 4.25 per share ) be paid on fully paid equity shares. This equity dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. The total equity dividend to be paid is ` 3,39,76,625/- (for the year ended 31st March, 2016 - ` 3,39,76,625/-). Income tax on proposed dividend being ` 69,16,961/- (for the year ended 31st March, 2016 - ` 69,16,961/-) .
Notes Securities Premium Account: This Reserve represents the premium on issue of shares and can be utilised in accordance with the provisions of the Companies Act, 2013. Capital Reserve: This reserve was created in the year 2000-01when ITHL amalgamated two of its wholly owned subsidiaries with itself i.e. Vins Overseas India Ltd. and International Travel House Exploration Ltd. The scheme of amalgamation was approved by Hon’áble High Court of Delhi. General Reserve: This Reserve is created by an appropriation from one component of other equity (generally Retained Earnings) to another, not being an item of Other Comprehensive Income. The same can be utilised by the Company in accordance with the provisions of the Companies Act, 2013. Deemed Equity Contribution: This reserve represents the value of employee share-based payments granted to employees in the Company under the ITC Employees Stock Option Scheme, net of reimbursements if any Retained Earnings: This Reserve represents the cumulative profits of the Company and effects of re-measurement of defined benefit obligations. This Reserve can be utilised in accordance with the provisions of Companies Act, 2013.
The accompanying notes 1 to 36 are an integral part of the Financial Statements. In terms of our report attached On behalf of the Board for S. R. Batliboi & Associates LLP ICAI Firm Registration No.: 101049W/E300004 A Rajput J Singh Chartered Accountants Director Director per Yogesh Midha S Sequeira J Aggarwal Partner Chief Financial Officer Company Secretary Membership No.: 94941 Place : New Delhi Place : New Delhi Date : 22nd April, 2017 Date : 22nd April, 2017
REPORT AND ACCOUNTS 2017 52 International Travel House Limited
Cash flow statement FOR THE YEAR ENDED 31ST MARCH, 2017 For the year ended For the year ended 31st March, 2017 31st March, 2016 ` ` A. CASH FLOW FROM OPERATING ACTIVITIES Profit Before Tax 18,30,90,993 16,09,94,901 Adjustments for : Depreciation and Amortisation Expense 12,05,30,283 11,93,09,475 Finance Costs 2,95,993 2,61,362 Interest Income on Bank deposit (43,70,131) (44,05,722) Net Gain on Investments carried at fair value through profit or loss (2,51,20,535) (3,44,81,048) Net unrealised gain on investments carried at fair value through profit or loss 1,38,775 1,26,06,159 Gain on Sale of Property, Plant & Equipment and Intangible Asset / Discarded - Net (1,25,45,636) (1,50,93,077) Doubtful and Bad Debts 65,33,470 40,67,118 Doubtful and Bad Advances 10,78,199 - Net Loss / (Gain) on Foreign Currency Transactions and Translation (14,067) (78,827) Share Based Payments Expense - 2,58,48,144 Liabilities no Longer Required Written Back (included in Note 6) (3,33,41,600) (3,42,96,809) Operating Profit Before Working Capital Changes 23,62,75,744 23,47,31,676 Adjustments for : Trade Receivables (12,30,55,546) (13,41,473) Loans, Other Financial Asset and Other Assets 2,03,55,502 (3,55,83,152) Trade Payables 7,59,52,854 3,00,41,811 Other Liabilities and Provisions (66,95,060) (1,41,66,274) Cash Generated from Operations 20,28,33,494 21,36,82,588 Income Tax Paid (5,91,41,557) (6,39,14,481) Net Cash from Operating Activities 14,36,91,937 14,97,68,107 B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Property, Plant & Equipment, Intangible Asset and Capital Advance (2,99,42,550) (15,25,75,604) Sale of Property, Plant & Equipment 1,92,79,557 2,49,60,219 Payments to acquire Financial Assets (Liquid Mutual fund) (3,55,28,00,000) (3,40,25,00,000) Proceeds on sale of Financial Assets (Liquid Mutual fund) 3,39,79,20,535 3,46,19,81,048 Redemption / Maturity of Bank Deposit 5,58,12,538 5,25,00,000 Investment in Bank Deposits (having original maturity of more than 3 months) (4,61,50,000) (5,58,12,538) Interest Received on Bank Deposit 41,06,605 43,91,516 Net Cash used in Investing Activities (15,17,73,315) (6,70,55,359) C. CASH FLOW FROM FINANCING ACTIVITIES Net increase / decrease in restricted Bank Balances 3,24,115 3,74,962 Interest Paid (2,95,993) (2,61,361) Dividend Paid (3,39,76,625) (3,39,76,625) Income Tax on Dividend Paid (69,16,961) (69,16,961) Net Cash Used in Financing Activities (4,08,65,464) (4,07,79,985) NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS (4,89,46,842) 4,19,32,763 OPENING CASH AND CASH EQUIVALENTS 8,32,83,729 4,13,50,966 CLOSING CASH AND CASH EQUIVALENTS 3,43,36,887 8,32,83,729
REPORT AND ACCOUNTS 2017 53 International Travel House Limited
Cash flow statement FOR THE YEAR ENDED 31ST MARCH, 2017 For the year ended For the year ended 31st March, 2017 31st March, 2016 ` ` Notes : 1 The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in Ind AS - 7 “Statement of Cash Flows” 2 Cash and Cash Equivalents Balances with Banks Current and Deposit Account 1,91,37,740 5,90,61,762 Cheques, Drafts on Hand 84,68,185 1,61,93,137 Cash on Hand 67,30,962 80,28,830 Unrealised Gain / (Loss) on Foreign Currency Cash and Cash Equivalents 60,311 46,244 Cash and Bank Balances (Note 11) 3,43,97,198 8,33,29,973
The accompanying notes 1 to 36 are an integral part of the Financial Statements. In terms of our report attached On behalf of the Board for S. R. Batliboi & Associates LLP ICAI Firm Registration No.: 101049W/E300004 A Rajput J Singh Chartered Accountants Director Director per Yogesh Midha S Sequeira J Aggarwal Partner Chief Financial Officer Company Secretary Membership No.: 94941 Place : New Delhi Place : New Delhi Date : 22nd April, 2017 Date : 22nd April, 2017
REPORT AND ACCOUNTS 2017 54 International Travel House Limited
NOTES TO THE FINANCIAL STATEMENTS
1 Company Overview and Significant Accounting Policies A. Corporate Information International Travel House Limited (‘the Company’) commenced its operations in 1981 and is engaged in the business of providing travel related services to corporate travellers in India and abroad. The Company is a public limited company incorporated, domiciled and listed in India and the Company has its registered office at T2, Community Centre, Sheikh Sarai, Phase I, New Delhi 110017, India. The financial statements are authorised for issue in accordance with a resolution of the Directors on 22nd April, 2017. B. Basis of Preparation of Financial Statements a) Statement of Compliance These financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read together with the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) (Amendment) Rules, 2016 and are the first financial statements the Company has prepared in accordance with IndAS. Details of the exceptions and optional exemptions availed by the Company and principal adjustments along with related reconciliations are detailed in Note 36 (First Time Adoption). For the periods up to and including the year ended 31st March, 2016, the Company prepared its financial statements in accordance with accounting standards notified under the section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP). b) Basis of Preparation The financial statements are prepared in accordance with the historical cost convention except for certain items which are measured at fair values. The financial statements are presented in INR (Indian Rupees), which is also the Company’s functional currency. A summary of significant accounting policies is set out below: c) Operating Cycle All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in Schedule III to the Companies Act, 2013 and Ind AS 1 – Presentation of Financial Statements based on the nature of services and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. C. Summary of Significant Accounting Policies (i) Property, Plant and Equipment Property, Plant & Equipment are stated at historical cost less accumulated depreciation and impairment charges, if any. Property, Plant & Equipment are stated at cost of acquisition or construction less accumulated depreciation and impairment, if any. For this purpose, cost includes deemed cost which represents the carrying value of property, Plant and Equipment recognised as at 1st April, 2015 measured as per the previous GAAP Cost is inclusive of inward freight, duties and taxes and incidental expenses related to acquisition. Expenses capitalised also include applicable borrowing costs for qualifying assets, if any. Subsequent costs are included in the assets carrying amount only when it is probable that future economic benefits associated with the item will be realised. All other repairs and maintenance costs are charged to the Statement of Profit and Loss as incurred. Items of Property, Plant and Equipment are depreciated in a manner that amortises the cost of the assets after commissioning (or other amount substituted for cost), on a straight line basis, less its residual value, over their useful lives as specified in Schedule II of the Companies Act, 2013. Property, Plant and Equipment residual values and useful lives are reviewed, and adjusted if necessary, periodically including at each Balance Sheet date. Such changes are treated as change in accounting estimates. Property, Plant and Equipment are subject to review for impairment if triggering events or circumstances indicate that this
REPORT AND ACCOUNTS 2017 55 International Travel House Limited
NOTES TO THE FINANCIAL STATEMENTS
is necessary. Impairment loss, if any, to the extent the carrying amount of these assets exceed their recoverable amount is charged off to the Statement of Profit and Loss as it arises. Impairment losses recognised in prior years are reversed when there is an indication that the impairment losses recognised no longer exist or have decreased. Such reversals are recognised as an increase in carrying amounts of assets to the extent that it does not exceed the carrying amounts that would have been determined (net of accumulated depreciation) had no impairment loss been recognised in previous years. (ii) Intangible Assets Intangible assets with finite useful lives are measured at cost less accumulated amortisation and accumulated impairment losses, if any, carrying value of intangible assets includes deemed cost which represents the carrying value of intangible assets recognised as at 1st April, 2015 measured as per the previous GAAP. Software is capitalised where it is expected to provide future enduring economic benefits. Capitalisation costs include licence fees and costs of implementation / system integration services. The costs are capitalised in the year in which the relevant software is implemented for use and is amortised across a period not exceeding 5 years. All other up gradation / enhancements are charged to the Statement of Profit and Loss, unless they bring similar significant additional benefits. (iii) Foreign Currencies Transactions in foreign currencies are initially recorded by the Company at the functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognised in Statement of Profit and Loss. (iv) Financial Instruments Financial Assets Financial assets are initially measured at fair value. Transaction costs that are directly attributable to the acquisition of financial assets (other than financial assets measured at fair value through profit or loss) are added to or deducted from the fair value on initial recognition of such financial assets. For purposes of subsequent measurement, financial assets are classified as: • Debt instruments at amortised cost • Those measured at Fair Value through Profit or Loss (FVTPL) A financial asset (or, where applicable, a part of a financial asset) is primarily derecognised when the contractual rights to receive cash flows from the asset have expired or it transfers the financial asset and the transfer qualifies for de-recognition under Ind AS 109. Financial Liabilities All financial liabilities are classified as financial liabilities at fair value through profit or loss, loans and borrowings or payables as appropriate. A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. Loans and Receivables Loans and Receivables are non derivative financial asset with fixed or determinable payments that are not quoted in an active market. Trade receivables and loans are initially measured at transaction value, which is the fair value. As most of the loans and receivables of the Company are current in nature, subsequent measurement is at cost less appropriate allowance for credit losses. Where significant, non current loans and receivables are accounted for at amortised cost using effective interest rate method less appropriate allowance for credit losses.
REPORT AND ACCOUNTS 2017 56 International Travel House Limited
NOTES TO THE FINANCIAL STATEMENTS
Impairment Financial Assets The Company assesses at each balance sheet date whether a financial asset or a group of financial assets is impaired. Impairment losses are recognised in the profit or loss where there is an objective evidence of impairment based on reasonable and supportable information that is available without undue cost or effort. For financial assets measured at amortised cost, account receivable expected credit losses are measured at an amount equal to the 12 month expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. Offsetting Financial Instruments Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Fair Value of Financial Instruments In determining the fair value of its financial instruments, the Company uses methods and assumptions that are based on market conditions and risks existing at each reporting date. The method used to determine fair value include available quoted market prices. The method of assessing fair value result in general approximation of value, and such value may never actually be realised. (v) revenue Recognition The Company provides travel services to corporate travellers in India and abroad. The revenue from rendering these services (other than Productivity Linked Bonus, which is accounted when ascertainable and collection is certain) is recognised in the income statement by reference to the stage of completion. Stage of completion is measured by reference to time elapsed to date as a percentage of total time. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured and collection is certain. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government. Revenue from all services i.e commission received from airlines, hotel reservation, tour & packages and other related services is recognised on net basis except for transport income for which the revenue is recognised on gross basis. Other Income: Other income comprises interest income, dividend income, gain from fair valuation/ sale of mutual fund investments, and gain on sale of property, plant and equipment. Interest income from financial assets is recognised in Statement of Profit and Loss using the effective interest method. Dividend income is recognised in Statement of Profit and Loss only when the Company’s right to receive payments is established and the amount of dividend can be measured reliably. (vi) Dividend to Equity Holders Interim dividend (including income tax thereon) are recognised in the financial statements in the period in which the related dividends are actually paid or, in respect of the Company’s final dividend (including income tax thereon) for the year, when the same are approved by the shareholders. (vii) retirement and Other Employee Benefits The Company make contributions to both defined benefit and defined contribution schemes. The defined benefit schemes are mainly administered through duly constituted and approved independent Trusts. Provident Fund contributions are in the nature of defined contribution scheme. The provident fund is deposited with the Government and recognised as expense. The Company also operates defined benefit pension, medical and gratuity plans. The cost of providing benefits under the defined benefit obligation is calculated by independent actuary using the projected unit credit method. Service costs and net interest expense or income is reflected in the statement of profit and loss. Gain or Loss on account of re-measurements are
REPORT AND ACCOUNTS 2017 57 International Travel House Limited
NOTES TO THE FINANCIAL STATEMENTS
recognised immediately through Other Comprehensive Income in the period in which they occur. The employees of the Company are entitled to compensated leave for which the Company records the liability based on actuarial valuation computed under projected unit credit method. These benefits are unfunded. (viii) Employee Share-Based Payments The cost of employee share-based compensation is recognised based on fair value of the options granted under the applicable Stock Option Scheme to employees in the Company. The Company records this cost as share based payment expense under employee benefits expense, together with a corresponding increase in equity, over the vesting / service period, net of reimbursements if any. (ix) Leases Leases are recognised as a finance lease whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating lease. Lease payments under operating leases are recognised as an expense in the Statement of Profit and Loss. Where relevant, straight lining of lease rentals is done across the term of the lease. (x) Taxes on Income Current Income Tax Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date together with any adjustment to tax payable in respect of previous years. Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss [either in Other Comprehensive Income (OCI) or in equity]. Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity Deferred Tax Deferred tax is provided on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences to the extent it is probable that future taxable profits will be available against which deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either OCI or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. (xi) Provisions Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the Statement of Profit and Loss, net of any reimbursement. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of resources would be required to settle the obligation, the provision is reversed.
REPORT AND ACCOUNTS 2017 58 International Travel House Limited
NOTES TO THE FINANCIAL STATEMENTS
(xii) Contingent Liabilities Claims against the Company not acknowledged as debts are disclosed after a careful evaluation of the facts and legal aspects of the matter involved. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. 2 Use of Estimates and Judgements The preparation of financial statements in conformity with Ind AS requires management to make estimates, judgements and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the year. A discussion on the critical accounting judgements and key sources of estimation uncertainty is detailed below. Accounting estimates could change from period to period. Actual results could differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or they are recognised in the period of the revision and future periods if the revision affects both current and future periods. Judgements in Applying Accounting Policies In the process of applying the Company’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements: Estimates and Assumptions The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur. The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. (a) Useful Lives of Property, Plant and Equipment and Intangible Assets: As described in the significant accounting policies, the Company reviews the estimated useful lives of property, plant and equipment and intangible assets at the end of each reporting period. (b) Actuarial Valuation The present value of the gratuity, medical and pension are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. (c) Claims, Provisions and Contingent Liabilities: The Company has ongoing litigations with various regulatory authorities and third parties. Where an outflow of funds is believed to be probable and a reliable estimate of the outcome of the dispute can be made based on management’s assessment of specific circumstances of each dispute and relevant external advice, management provides for its best estimate of the liability. Such accruals are by nature complex and can take number of years to resolve and can involve estimation uncertainty. Information about such litigations is provided in notes to the financial statements.
REPORT AND ACCOUNTS 2017 59 InternationalInternational Travel Travel HouseHouse LimitedLimited
NOTES TO THE FINANCIAL STATEMENTS
3. ASSETS
PrOPERTY PLANT AND EQUIPMENT `
GROSS BLOCK Particulars As At Additions Withdrawals As At Additions Withdrawals As At 1st April, and 31st March, and 31st March, 2015* Adjustments 2016 Adjustments 2017 3A. Property Plant and Equipment Buildings: Free Hold 36,72,721 - - 36,72,721 - - 36,72,721 Lease Hold 1,82,85,940 - - 1,82,85,940 - - 1,82,85,940 Total Buildings 2,19,58,661 - - 2,19,58,661 - - 2,19,58,661 Plant and Equipment 2,23,21,146 1,81,31,140 8,67,238 3,95,85,048 77,08,785 3,74,747 4,69,19,086 Furniture and Fixtures 39,68,639 15,14,723 1,00,729 53,82,633 2,59,794 61,066 55,81,361 Motor Vehicles (Commercial) 36,36,62,552 9,80,13,577 1,29,04,079 44,87,72,050 1,18,00,861 72,43,168 45,33,29,743 Motor Vehicles (Non - Commercial) 77,88,700 93,83,648 3,18,901 1,68,53,447 33,86,229 15,31,601 1,87,08,075 Office Equipment 20,56,964 42,34,172 1,98,898 60,92,238 2,31,643 2,15,541 61,08,340 Improvements to Rented / Leased Premises 31,76,795 1,41,94,081 73,044 1,72,97,832 14,74,050 85,670 1,86,86,212 Property, Plant and Equipment 42,49,33,457 14,54,71,341 1,44,62,889 55,59,41,909 2,48,61,362 95,11,793 57,12,91,478 3B. Capital Work-in-Progress 39,40,787 25,61,295 6,72,500 58,29,582 3,83,118 25,61,295 36,51,405 Total 42,88,74,244 14,80,32,636 1,51,35,389 56,17,71,491 2,52,44,480 1,20,73,088 57,49,42,883 3C.Intangible Assets Computer Software 4,86,64,880 1,10,28,741 - 5,96,93,621 61,69,015 31,252 6,58,31,384 Other Intangible Assets 4,86,64,880 1,10,28,741 - 5,96,93,621 61,69,015 31,252 6,58,31,384 3D. Intangible Assets under Development 9,82,962 - 7,39,937 2,43,025 13,33,375 2,43,025 13,33,375 Total 4,96,47,842 1,10,28,741 7,39,937 5,99,36,646 75,02,390 2,74,277 6,71,64,759 Grand Total (3A)+(3B)+(3C)+(3D) 47,85,22,086 15,90,61,377 1,58,75,326 62,17,08,137 3,27,46,870 1,23,47,365 64,21,07,642
*Represents deemed cost on transition to Indian Accounting Standards. Refer Note 36 on First Time Adoption
REPORT AND ACCOUNTS 2017 60 InternationalInternational Travel Travel HouseHouse LimitedLimited
NOTES TO THE FINANCIAL STATEMENTS
pROPERTY PLANT AND EQUIPMENT (contd.) `
depreciation and amortisation Net book value Upto For the year On Upto For the year On Upto As at As At 1st April, Withdrawals 31st March, Withdrawals 31st March, 31st March, 31st March, 2015 and Adjustments 2016 and Adjustments 2017 2017 2016
- 69,048 - 69,048 68,809 - 1,37,857 35,34,864 36,03,673 - 3,99,444 - 3,99,444 3,98,011 - 7,97,455 1,74,88,485 1,78,86,496 - 4,68,492 - 4,68,492 4,66,820 - 9,35,312 2,10,23,349 2,14,90,169 - 1,14,15,801 16,667 1,13,99,134 1,18,59,595 2,494 2,32,56,235 2,36,62,851 2,81,85,914 - 11,54,719 35,756 11,18,963 8,40,348 5,225 19,54,086 36,27,275 42,63,670 - 8,70,95,179 45,02,793 8,25,92,386 8,77,02,825 25,93,536 16,77,01,675 28,56,28,068 36,61,79,664 - 16,33,771 14,571 16,19,200 22,37,245 1,63,464 36,92,981 1,50,15,094 1,52,34,247 - 13,88,357 25,960 13,62,397 10,16,158 13,158 23,65,397 37,42,943 47,29,841 - 24,57,827 - 24,57,827 34,82,784 - 59,40,611 1,27,45,601 1,48,40,005 - 10,56,14,146 45,95,747 10,10,18,399 10,76,05,775 27,77,877 20,58,46,297 36,54,45,181 45,49,23,510 ------36,51,405 58,29,582 - 10,56,14,146 45,95,747 10,10,18,399 10,76,05,775 27,77,877 20,58,46,297 36,90,96,586 46,07,53,092
- 1,36,95,329 - 1,36,95,329 1,29,24,508 31,252 2,65,88,585 3,92,42,799 4,59,98,292 - 1,36,95,329 - 1,36,95,329 1,29,24,508 31,252 2,65,88,585 3,92,42,799 4,59,98,292 ------13,33,375 2,43,025 - 1,36,95,329 - 1,36,95,329 1,29,24,508 31,252 2,65,88,585 4,05,76,174 4,62,41,317 - 11,93,09,475 45,95,747 11,47,13,728 12,05,30,283 28,09,129 23,24,34,882 40,96,72,760 50,69,94,409
REPORT AND ACCOUNTS 2017 61 InternationalInternational Travel Travel HouseHouse LimitedLimited
NOTES TO THE FINANCIAL STATEMENTS
31st March, 2017 31st March, 2016 1st April, 2015 ` ` ` 4 Investments Unquoted Equity shares Investment carried at cost 58,800 Equity shares (2016 - ` 58,800, 2015 - ` 58,800 ) of ` 10/- each fully paid of Transglobal Impex Limited 5,88,000 5,88,000 5,88,000 Total 5,88,000 5,88,000 5,88,000 Less: Impairment in value of investments 5,88,000 5,88,000 5,88,000 Aggregate value of unquoted investments - - -
5 Loans Loan to Employees (Unsecured - Considered Good) 34,617 68,783 1,45,715 Total 34,617 68,783 1,45,715
6 Other Financial Assets Interest Accrued on Bank Deposit 2,63,526 - - Bank Deposit * 50,00,000 - - Security Deposit (Unsecured - Considered Good) 2,34,10,083 2,18,25,213 1,90,11,914 Total 2,86,73,609 2,18,25,213 1,90,11,914 * Bank deposits with more than 12 months maturity.
7 Income Tax Asset (Net) Advance Tax (Net of provision) 2,25,58,677 2,43,94,602 2,33,95,841 Fringe Benefit Tax (Net of provision) 29,48,800 29,48,800 29,48,800 Total 2,55,07,477 2,73,43,402 2,63,44,641
8 Other Non - Current Assets Capital advances (Unsecured - Considered Good) - - 50,73,336 Prepaid Expenses 14,67,707 20,04,215 19,11,342 Total 14,67,707 20,04,215 69,84,678
REPORT AND ACCOUNTS 2017 62 InternationalInternational TravelTravel HouseHouse LimitedLimited
NOTES TO THE FINANCIAL STATEMENTS
31st March, 2017 31st March, 2016 1st April, 2015 ` ` ` 9 Investments Investments in Mutual Funds 41,01,17,292 23,02,56,067 26,78,62,225 Total 41,01,17,292 23,02,56,067 26,78,62,225 Investments at fair value through profit or loss Quoted and Unquoted mutual funds Unquoted Mutual Funds SBI Premier Liquid Fund - Direct Plan - Growth 4,00,11,089 - - 15,676.376 (2016 - Nil, 2015- Nil) Units of ` 2,552.3175 each. Axis Liquid Fund - Direct Growth 9,25,25,502 - - 51,311.0781 (2016 - Nil, 2015 - Nil) Units of ` 1,803.2266 each. Reliance Liquid Fund- Treasury Plan - Direct Growth Plan 9,25,27,815 5,75,63,559 - 23,322.277 (2016 - 15,578.7053, 2015- Nil) units of ` 3,967.3577 each UTI Money Market Fund IP - Direct - Growth 9,25,28,587 5,75,67,084 - 50,722.1960 (2016 -33,887.5630, 2015 - Nil) Units of `1824.2228 each Tata Money Market Fund Direct Plan - Growth 9,25,24,299 - 4,00,25,081 36,099.4540 (2016 - Nil, 2015 - 18,150.5600) Units of `2563.0387 each ICICI Prudential Money Market Fund - Direct Plan - Growth - 5,75,57,846 - Nil (2016 - 2,74,652.204, 2015 - Nil ) Units of ` 209.5663 each Kotak Floater Short Term- Direct Plan Growth - 5,75,67,578 - Nil (2016 - 23,153.639, 2015-Nil) Units of ` 2486.3296 each ICICI Prudential Liquid - Direct Plan - Growth - - 4,00,18,879 Nil (2016- Nil , 2015 - 1,93,234.57) Units of ` 207.10 each JP Morgan India Liquid Fund - Direct Plan - Growth - - 4,00,15,424 Nil (2016 - Nil , 2015- 22,03,492.536 ) Units of ` 18.16 each HDFC Liquid Fund - Direct Plan - Growth - - 2,00,07,391 Nil (2016 - Nil , 2015 - 7,24,642.932 ) Units of ` 27.61 each Quoted Mutual Funds Axis Fixed Term Plan-Series 43 (511 Days) - Direct Growth - - 1,12,54,400 Nil ( 2016 - Nil , 2015- 10,00,000 ) Units of ` 11.2544 each Axis Fixed Term Plan-Series 52 (428 Days) - Direct Growth - - 2,21,73,800 Nil ( 2016 - Nil , 2015 -20,00,000 ) Units of ` 11.0869 each Sundaram Fixed Term Plan EX (420 Days) - Direct Growth - - 2,21,72,000 Nil ( 2016 - Nil , 2015 - 20,00,000 ) Units of ` 11.086 each Sundaram Fixed Term Plan EU (446 Days) - Direct Growth - - 2,78,25,250 Nil ( 2016 - Nil , 2015 - 25,00,000 ) Units of ` 11.1301 each HDFC FMP 2013 (1) Series 29 (531 Days) - Direct Growth - - 2,24,82,800 Nil ( 2016 - Nil , 2015 - 20,00,000 ) Units of ` 11.2414 each Reliance Fixed Horizon Fund -XXVI- Series 5 (376 Days) - - 2,18,87,200 -Direct Plan Growth Nil ( 2016 - Nil , 2015 - 20,00,000 ) Units of ` 10.9436 each
REPORT AND ACCOUNTS 2017 63 InternationalInternational TravelTravel HouseHouse LimitedLimited
NOTES TO THE FINANCIAL STATEMENTS
31st March, 2017 31st March, 2016 1st April, 2015 ` ` `
Total investments carried at fair value through profit or loss 41,01,17,292 23,02,56,067 26,78,62,225 Aggregate amount and Market value of quoted investments - - 12,77,95,450 Aggregate amount and Market value of unquoted 41,01,17,292 23,02,56,067 14,00,66,775 investments
10 Trade Receivables Unsecured, Considered Good 1,05,74,67,190 94,20,23,316 94,47,48,959 Unsecured, Considered Doubtful 2,04,10,209 1,71,32,076 1,31,18,662 1,07,78,77,399 95,91,55,392 95,78,67,621 Provision for Doubtful Receivables (2,04,10,209) (1,71,32,076) (1,31,18,662) Total 1,05,74,67,190 94,20,23,316 94,47,48,959 Trade Receivables includes: Dues from a Private Limited Company in which a Director is a Director 17,05,301 20,39,134 12,76,692 Dues from Directors - - 8,01,380 Dues from Officers - - 14,738 17,05,301 20,39,134 20,92,810
11 Cash and Cash Equivalents * Balances with Banks Current and Deposit Account 1,91,37,740 5,90,61,762 2,42,24,965 Cheques, Drafts on Hand 84,68,185 1,61,93,137 74,18,871 Cash on Hand 67,91,273 80,75,074 96,74,547 Total 3,43,97,198 8,33,29,973 4,13,18,383 * Cash and cash equivalents include cash on hand, cheques, drafts on hand, cash at bank and deposits with banks with original maturity of 3 months or less.
12 Other Bank Balance Earmarked Balances 57,33,254 54,09,140 50,34,177 Term Deposit Account * 4,61,50,000 5,58,12,538 5,25,00,000 Total 5,18,83,254 6,12,21,678 5,75,34,177 * Represents deposits with maturity of more than 3 months but less than 12 months .
13 Loans Loan to Employees (Unsecured - Considered Good) 2,08,481 1,75,447 5,74,866 Total 2,08,481 1,75,447 5,74,866
14 Other Financial Assets Security Deposit (Unsecured - Considered Good) - 25,54,211 43,54,674 Interest accrued on Deposits 17,92,628 14,35,624 14,21,418 Income Receivable 1,18,44,919 94,76,422 1,35,92,642 Total 1,36,37,547 1,34,66,317 1,93,68,734
REPORT AND ACCOUNTS 2017 64 InternationalInternational Travel Travel HouseHouse LimitedLimited
NOTES TO THE FINANCIAL STATEMENTS
31st March, 2017 31st March, 2016 1st April, 2015 ` ` ` 15 Other Current Assets Prepaid Expenses 2,37,09,923 2,03,57,573 1,90,51,992 Advance to Supplier - Considered Good 4,79,92,582 8,87,60,102 4,25,09,562 Advance to Supplier - Donsidered Doubtful 10,78,199 - - Provision for Doubtful Advance (10,78,199) - - Balance with Statutory / Government Authorities 1,65,47,990 1,41,06,943 1,41,92,420 Others 87,72,286 6,96,240 94,71,895 Total 9,70,22,781 12,39,20,858 8,52,25,869
16 Equity March March March March April April 31st, 2017 31st, 2017 31st, 2016 31st, 2016 1st, 2015 1st, 2015 No’s (`) No’s (`) No’s (`) Equity Share Capital Authorised Equity Shares of ` 10/- each 1,00,00,000 10,00,00,000 1,00,00,000 10,00,00,000 1,00,00,000 10,00,00,000 Redeemable Cumulative Preference Shares of `100/- each 2,00,000 20,00,000 2,00,000 20,00,000 2,00,000 20,00,000 Total 1,02,00,000 10,20,00,000 1,02,00,000 10,20,00,000 1,02,00,000 10,20,00,000 Issued Equity Shares of ` 10/- each 80,00,000 8,00,00,000 80,00,000 8,00,00,000 80,00,000 8,00,00,000 Subscribed Equity Shares of ` 10/- each fully paid up 79,94,500 7,99,45,000 79,94,500 7,99,45,000 79,94,500 7,99,45,000 79,94,500 7,99,45,000 79,94,500 7,99,45,000 79,94,500 7,99,45,000
Reconciliation of the number of equity shares outstanding As at the beginning and end of the year 79,94,500 7,99,45,000 79,94,500 7,99,45,000 79,94,500 7,99,45,000 Add - Issued during the year ------As at the end of the year 79,94,500 7,99,45,000 79,94,500 7,99,45,000 79,94,500 7,99,45,000 Shareholders holding more than 5% of the equity shares in the Company Russell Credit Limited 36,26,638 45.36% 36,26,638 45.36% 36,26,638 45.36% Russell Investment Limited 10,17,663 12.73% 10,17,663 12.73% 10,17,663 12.73% Terms / Rights attached to the equity shares A) The Company has one class of equity shares having a par value of ` 10/- per share. Each shareholder is eligible for one vote per share held. All equity shareholders shall be entitled to dividend. B) There are no bonus issue or buy back of equity shares during the period of five years immediately preceding the reporting date. The Board of Directors in its meeting held on 22nd April, 2017 have proposed dividend of ` 4.25 per equity share for the fi- nancial year ended 31st March, 2017 . The proposal is subject to approval of the shareholders in Annual General Meeting to be held on 4th August, 2017 and if approved would result in cash outflow of approximately ` 4,08,93,586/-, including Income Tax Dividend Paid.
REPORT AND ACCOUNTS 2017 65 International Travel House Limited
NOTES TO THE FINANCIAL STATEMENTS
31st March, 2017 31st March, 2016 1st April, 2015 ` ` `
17 Provisions Provision for Employee Benefits Retirements Benefits 26,49,261 21,42,303 26,44,705 Other Benefits - Leave Encashment 2,47,64,165 2,04,82,475 1,68,87,777 Total 2,74,13,426 2,26,24,778 1,95,32,482
18 Deferred Tax Liabilities - Net Deferred Tax Liabilities On Fiscal Allowances on Property, Plant & Equipment and Intangible Asset 4,92,63,874 4,98,73,873 3,68,38,467 Net unrealised gain on investments carried at fair value through profit or loss 40,592 88,620 44,51,359 4,93,04,466 4,99,62,493 4,12,89,826 Deferred Tax Assets On Employees’ Separation and Retirement etc. 65,55,918 29,80,692 26,21,982 On Provision for Doubtful Debts / Advances 74,36,708 59,48,555 45,59,593 On Provision for other benefits - Leave encashment 98,24,392 87,03,192 69,67,671 On Provision for bonus 28,54,037 27,84,950 25,73,919 2,66,71,055 2,04,17,389 1,67,23,165 Deferred Tax Liability (Net) 2,26,33,411 2,95,45,104 2,45,66,661
19 Other Non - Current Liabilities Advances received from Customers / Suppliers - 91,33,573 1,51,94,421 Total - 91,33,573 1,51,94,421
20 Trade Payables Trade Payables 33,44,61,626 26,60,78,497 26,99,58,533 Payables for Property, Plants & Equipment and Intangible Asset - - 34,49,709 Other Payables (Employee related) 1,33,86,626 1,33,10,356 1,26,68,394 Total 34,78,48,252 27,93,88,853 28,60,76,636
21 Other Financial Liabilities Unpaid Dividend * 57,33,254 54,09,140 50,34,177 Total 57,33,254 54,09,140 50,34,177 * Represents dividend amounts either not claimed or kept in abeyance in terms of Section 126 of the Companies Act, 2013 or such amounts which are subject matter of pending legal disputes.
REPORT AND ACCOUNTS 2017 66 International Travel House Limited
NOTES TO THE FINANCIAL STATEMENTS
31st March, 2017 31st March, 2016 1st April, 2015 ` ` `
22 Other Current Liabilities Advances received from Customers / Suppliers 5,82,15,646 6,03,62,018 7,16,44,338 Statutory Liabilities 37,08,938 55,92,389 47,41,518 Total 6,19,24,584 6,59,54,407 7,63,85,856
23 Provisions Provision for Employee Benefits Provision for Retirement Benefits 1,62,94,098 64,70,422 49,31,525 Provision for Other Benefits - Leave Encashment 36,23,469 46,65,444 32,45,346 Total 1,99,17,567 1,11,35,866 81,76,871
24 Current Tax - Liabilities (Net) Current Tax Liabilities (Net) 2,45,34,107 72,32,926 1,01,94,613 Total 2,45,34,107 72,32,926 1,01,94,613
REPORT AND ACCOUNTS 2017 67 International Travel House Limited
NOTES TO THE FINANCIAL STATEMENTS
25 FINANCIAL INSTRUMENTS ` A Financial Instruments by Category The carrying value and fair value of financial instruments by categories were as follows:
Particulars 31st March, 2017 31st March, 2016 1st April, 2015 Amortised Cost FVTPL Amortised Cost FVTPL Amortised Cost FVTPL Assets: Cash and Cash Equivalents 3,43,97,198 - 8,33,29,973 - 4,13,18,383 - [Refer Note 11] Investments Unquoted Equity Instrument ------[(Refer note 4] Liquid Mutual Fund - 41,01,17,292 - 23,02,56,067 - 26,78,62,225 [Refer note 9] Trade Receivables 1,05,74,67,190 - 94,20,23,316 - 94,47,48,959 - [Refer Note 10] Loans [Refer note 5 & 13] 2,43,098 - 2,44,230 - 7,20,581 - Other Financial Assets 4,23,11,156 - 3,52,91,530 - 3,83,80,648 - [Refer Note 6 & 14 ] Total 1,13,44,18,642 41,01,17,292 1,06,08,89,049 23,02,56,067 1,02,51,68,571 26,78,62,225 Liabilities: Trade Payables 34,78,48,252 - 27,93,88,853 - 28,60,76,636 - [Refer Note 20] Other Financial Liabilities 57,33,254 - 54,09,140 - 50,34,177 - [Refer Note 21] Total 35,35,81,506 - 28,47,97,993 - 29,11,10,813 -
B Fair Value Hierarchy Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
The Following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as of 31st March, 2017: ` Particulars As of 31st March, 2017 Fair value measurement at the end of the reporting period / year using Level 1 Level 2 Level 3 Assets Investment in liquid mutual fund 41,01,17,292 41,01,17,292 - - [Refer Note 9] 41,01,17,292 41,01,17,292 - -
REPORT AND ACCOUNTS 2017 68 International Travel House Limited
NOTES TO THE FINANCIAL STATEMENTS
The Following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as of 31st March,2016: ` As of 31st March, 2016 Fair value measurement at the end of the reporting period / year using Level 1 Level 2 Level 3 Assets Investment in Liquid Mutual Fund 23,02,56,067 23,02,56,067 - - [Refer Note 9] 23,02,56,067 23,02,56,067 - - The Following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as of 1st April,2015 ` As of 1st April, 2015 Fair value measurement at the end of the reporting period / year using Level 1 Level 2 Level 3 Assets Investment in Liquid Mutual Fund 26,78,62,225 26,78,62,225 - - [Refer Note 9] 26,78,62,225 26,78,62,225 - -
31st March, 2017 31st March, 2016 ` `
26 revenue from Operations Sale of Services 1,96,22,20,100 1,91,31,30,959 Other Operating Revenue 5,31,98,977 4,59,32,106 Total 2,01,54,19,077 1,95,90,63,065
27 Other Income Non Operating Income Net Gain on Investments carried at fair value through profit or loss 2,51,20,535 3,44,81,048 Gain on Sale of Property, Plant & Equipment and Intangible Asset / Discarded - Net 1,25,45,636 1,50,93,077 Other Non Operating Income 55,810 12,149 Interest Income on Bank Deposit 43,70,131 44,05,722 Net unrealised gain on investments carried at fair value through profit or loss (1,38,775) (1,26,06,159) Total 4,19,53,337 4,13,85,837
REPORT AND ACCOUNTS 2017 69 International Travel House Limited
NOTES TO THE FINANCIAL STATEMENTS
31st March, 2017 31st March, 2016 ` ` 28 Employee Benefits Expense Salaries, Wages and Bonus 40,60,44,627 38,40,93,399 Contribution to Provident and Other Funds 2,78,90,253 2,80,17,942 Share Based Payments to Employees 2,26,71,940 2,58,48,144 Staff Welfare Expenses 3,19,94,596 3,24,62,646 48,86,01,416 47,04,22,131 Less : Recoveries made / Reimbursements received 27,13,196 24,58,433 Total 48,58,88,220 46,79,63,698
29 Finance Costs Interest Expense 2,60,310 2,10,525 Interest - Others 35,683 50,837 Total 2,95,993 2,61,362
30 Other Expenses Car Fuel, Oil & Lubricants 9,72,76,411 8,95,14,381 Car Hire Charges 63,35,26,567 60,84,20,316 Service Charges 23,60,92,110 23,95,06,720 Car Parking Charges 3,26,54,962 3,22,55,997 Rent 4,37,50,601 4,38,46,284 Rates and Taxes 1,05,68,621 1,26,56,828 Insurance 1,48,88,752 1,23,88,036 Repairs Building - 19,000 Commercial Cars 3,66,26,943 4,20,54,161 Others 85,21,901 79,96,286 Electricity Expenses 1,51,00,975 1,57,52,760 Advertisement 4,09,477 17,06,575 Business Promotion & Marketing Expenses 56,35,282 67,41,583 Doubtful and Bad Debts 65,33,470 40,67,118 Doubtful and Bad Advances 10,78,199 - Subscription 14,14,937 14,27,042 Bank and Credit Card Charges 67,69,148 88,07,720 Information Technology Services 4,89,38,827 5,07,58,359 Travelling and Conveyance 1,44,45,105 1,52,69,761 Consultancy / Professional Fees 86,22,552 1,27,04,558 Postage, Telephone etc. 1,94,08,338 1,99,52,502 Printing and Stationery 91,75,429 1,01,08,680 Corporate Social Responsibility [Refer Note 32(ii)] 49,14,802 52,73,761 Net Loss / (Gain) on Foreign Currency Transactions and Translation 2,86,197 1,90,086 Miscellaneous Expenses 1,09,27,319 1,05,00,952 Total 1,26,75,66,925 1,25,19,19,466
REPORT AND ACCOUNTS 2017 70 International Travel House Limited
NOTES TO THE FINANCIAL STATEMENTS
31st March, 2017 31st March, 2016 Miscellaneous Expenses includes: Auditor’s Remuneration and Expenses Audit Fee 15,00,000 13,00,000 Tax Audit Fee 4,85,000 4,85,000 Limited Review 14,05,000 15,60,000 In Other Capacity: Other Services - Certification Fees 99,000 99,000 Reimbursement of Expenses 2,89,718 3,26,916 Total 37,78,718 37,70,916
31 Income Tax Current Tax 7,82,78,663 5,99,54,032 Deferred Tax (69,11,694) 49,78,444 Total 7,13,66,969 6,49,32,476
A reconciliation of the income tax provision to the amount computed by applying the statutory income tax rate to the income before income taxes is summarized below:
Particulars Profit Before Income Taxes 18,30,90,993 16,09,94,901 Enacted Tax Rate 34.61% 34.61% Expected Tax Expense 6,33,64,131 5,57,17,115 Share based Payment to Employees 78,46,305 89,45,526 Donation 10,689 45,337 Corporate Social Responsibility 8,50,457 - Retirement Benefit (3,52,917) - Others (3,51,696) 2,24,498 Income Tax Expense 7,13,66,969 6,49,32,476
REPORT AND ACCOUNTS 2017 71 International Travel House Limited
NOTES TO THE FINANCIAL STATEMENTS
32. Additional Notes to the Financial Statements (i) Earnings per share 31st March, 2017 31st March, 2016
Earnings per share has been computed as under (a) Profit for the year ` 11,17,24,024/- ` 9,60,62,425/- (b) Weighted average number of Equity Shares outstanding 79,94,500 79,94,500 (c) Earnings per share on profit for the year (Face Value of `10/- per share) Basic and diluted [(a)/(b)] 13.98 12.02 (ii) Corporate Social Responsibility (‘CSR’) CSR Committee has been formed by the Company and the CSR Policy has been approved by the Board which has been uploaded on the Company’s website. The Company has contributed ` 49,14,802/- (Mar’16 – 52,73,761/-) to the ITC Rural Development Trust, in accordance with Section 135 read with Schedule VII to the Companies Act, 2013 to discharge its Social Responsibility. (Refer note 30). (iii) Contingent Liabilities and Commitments a) Contingent Liabilities i. Service tax demand of ` 23,61,528/- (Mar’16 - ` 23,61,528/- , Mar’15 - ` 23,61,528/-) issued by Commissionerof Service Tax for the year from July, 2003 to March, 2009 for which Company has filed an appeal with Tribunal (Service Tax) and also deposited cumulative amount of `14,70,000/-(Mar’16 - ` 14,70,000/-,Mar’15 - ` 14,70,000/-) under protest. ii Guarantee outstanding ` 1,00,00,000/- (Mar’16- ` 1,00,00,000/- , Mar’15 - ` 1,00,00,000/-). b) Commitments Capital commitments (net of capital advances) ` 21,43,636/- (Mar’16 – `14,05,782/- , Mar’15 - ` 2,40,62,169/-). (iv) Trade Receivables include an amount of ` 46,70,033/- (Mar’16 - ` 46,70,033/-, Mar’15 – ` 46,70,033/-) representing recoverable from certain customers on account of Value Added Tax. Management is confident that the same is recoverable either through the process of law or from the said customers. (v) Micro, Small and Medium scale business entities : There are no Micro, Small and Medium enterprises, to whom the Company owes dues, which are outstanding for more than 45 days during the year and also as at 31st March, 2017. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act,2006, has been determined to the extent such parties have been identified on the basis of information available with the Company. (vi) The Gross transaction value of sale of services rendered during the Current Financial Year is ` 8,83,56,61,616/-(Mar’16 - ` 8,34,27,05,537/-).
For the year ended For the year ended 31st March, 2017 31st March, 2016 ` ` (vii) Expenditure in Foreign Currency during the year Subscription, Entrance Fees, Travel etc. 39,43,369 31,22,536
(viii) Earnings in Foreign Exchange during the year Travel Related Services 20,09,72,378 23,81,54,984
REPORT AND ACCOUNTS 2017 72 International Travel House Limited
NOTES TO THE FINANCIAL STATEMENTS
(ix) Reporting on Specified Bank Notes (SBN) held and transacted during period 8th Nov’ 2016 to 30th Dec’ 2016 in accordance with MCA notification dated 30th Mar’ 2017 SBN Other Denomination Notes Total Closing Cash in hand as 27,92,500 25,32,165 53,24,665 on 08.11.2016 (+) Permitted Receipts - 3,32,16,424 3,32,16,424 (-) Permitted Payments 49,500 2,92,07,432 2,92,56,932 (-) Amount deposited in Bank 27,43,000 10,88,394 38,31,394 Closing Cash in hand as on 30.12.2016 - 54,52,763 54,52,763
(x) Information in respect of Options granted under ITC Employee Stock Option Scheme: Employees covered under ITC Employee Stock Option Scheme (ITC ESOS) are granted an option to purchase shares of ITC Limited in accordance with the terms and conditions of the scheme as approved by ITC Limited from time to time. Each Option entitles the holder thereof to apply for and be allotted ten Ordinary Shares of ITC Limited of ` 1.00 each upon payment of the exercise price during the exercise period. These options generally vest over a period of three years from the date of grant. The maximum contractual term for these stock option plans is 5 years from the date of grant / vesting, as applicable. The Options have been granted at the ‘market price’ as defined from time to time under the erstwhile Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The fair value of the options granted is determined by ITC Limited using the Black Scholes Option Pricing model at the grant date for the Group as a whole. The scheme has been recognised as equity settled share based payment scheme in accordance with Ind AS 102 – Share Based Payment. The Company accounts for its share of the cost of the fair value of the options granted under the ITC ESOS based on the advice/on-charge by ITC Limited. Accordingly an amount of ` 2,26,71,940/- (Mar’16 - ` 2,58,48,144/-) (refer note no. 28) which represents charge from ITC Limited. The fair value of options granted is recognised as employee benefits expense and are considered as deemed capital contribution, net of reimbursements, if any
The summary of movement of share options outstanding is as under:
Particulars* As at 31st March, 2017 As at 31st March, 2016 No. of Options No. of Options Outstanding at the beginning of the year 121,882 102,070 Add: Granted during the year ( including effects of corporate action during the year) 76,946 30,790 Less: Lapsed during the year - - Options due to transfer in and transfer out (83,893) - Less: Exercised during the year (9,000) (10,978) Outstanding at the end of the year 1,05,935 121,882 Options exercisable at the end of the year 64,187 57,746 Options Vested and Exercisable during the year 39,745 25,514
* The weighted average exercise price of the options granted under ITC ESOS is computed by ITC Limited for the group as a whole.
(xi) Segment Reporting Operating segments are to be reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker(CODM). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Corporate Management Committee. The CODM reviews are conducted for Travel Related Services which encompasses all operations of the Company and as such the figures appearing in the financials relate to a single segment only. There are no revenues in excess of 10% derived from any single customer.
REPORT AND ACCOUNTS 2017 73 International Travel House Limited
NOTES TO THE FINANCIAL STATEMENTS
33 Defined Benefit Plans / Long Term Compensated Absences - As per Actuarial Valuations as on 31st March, 2017 and recognised in the financial statements in respect of Employee Benefit Schemes: Description of Plans “The Company makes contributions to defined benefit plans for qualifying employees, which are mainly administered through duly constituted and approved Trusts, which operates in accordance with the Trust Deed, Rules and applicable legislations. These Trusts are governed by Trustees, who provides strategic guidance for management of investments and liabilities of such trusts and periodically reviews the performance of the Trusts. Gratuity benefits are funded, leave encashment and medical benefits are unfunded in nature. The defined benefit pension plans are based on employees pensionable remuneration and length of service. Under the Pension & Gratuity, the employees are entitled to receive lump sum benefits upon retirement. Under Pension Schemes, the employees are entitled to post-retirement pension benefits and in certain pension plans, the employees can also opt to receive a part of pension as a lump sum. The liabilities arising in the defined benefit schemes and other benefits are determined in accordance with the advice of independent, professionally qualified actuaries, using the projected unit credit method. Additional funding requirements are based on actuarial measurement. Risk Management “The defined benefit plans expose the Company to actuarial deficit arising out of investment risk, interest rate risk, salary cost inflation risk. These plans are not exposed to any unusual, entity specific or scheme specific risks but there are general risks. Investment risks may arise from volatility in asset values and losses arising due to impairment of assets. The Scheme’s accounting liabilities are calculated using a discount rate set with reference to the Government security yields. A decrease in yields will increase the fund liabilities, leading to accounting deficit in the funds. However, this may be partially offset by an increase in capital value of the Scheme assets that have similar characteristics. Increase in salary due to adverse inflationary pressures might lead to higher liabilities. The Trustees monitor funding and investments positions and have mandated a diversified investment strategy in line with the statutory requirements. The investment strategy with respect to asset mix ensures that investment volatility risk is appropriately managed. Robust risk mitigation systems ensure that investments do not pose significant risk of impairment. The Company’s defined benefit pension plans has been closed to new entrants. Future pension obligation of an employee is secured by purchasing annuities.
For the year ended 31st March, 2017 For the year ended 31st March, 2016 ` ` Pension Gratuity Leave Medical Pension Gratuity Leave Medical Encashment Encashment Funded Unfunded Unfunded Funded Unfunded Unfunded I Components of Employer Expense - Recognised in Profit or Loss 1 Current Service Cost 25,41,458 45,88,878 41,35,824 3,52,508 23,24,550 36,65,186 36,60,096 3,79,369 2 Past Service Cost ------3 Net Interest Cost - 3,55,901 18,86,094 2,98,555 - 3,29,326 16,15,063 2,74,776 4 Total expense recognised in the Statement of Profit and Loss 25,41,458 49,44,779 60,21,918 6,51,063 23,24,550 39,94,512 52,75,159 6,54,145 - Re-measurements recognised in Other Comprehensive Income 5 (Return) on plan assets (excluding amounts included in Net interest cost) (20,67,625) 2,58,318 - - 18,141 (52,302) - - 6 Effect of changes in demographic assumptions ------7 Effect of changes in financial assumptions 20,28,871 32,46,796 19,40,733 1,56,794 (1,29,226) 17,07,712 10,85,957 5,461 8 Changes in asset ceiling (excluding interest income) ------9 Effect of experience adjustments 70,59,148 11,18,948 13,17,213 (9,40,574) (2,39,991) 11,01,083 20,34,588 (1,00,482) 10 Total re-measurements included in OCI 70,20,394 46,24,062 32,57,946 (7,83,780) (3,51,076) 27,56,493 31,20,545 (95,021) 11 Total defined benefit cost recognised in Profit and Loss and Other Comprehensive Income (4+10) 95,61,852 95,68,841 92,79,864 (1,32,717) 19,73,474 67,51,005 83,95,704 5,59,124
The current service cost and net interest expense for the year pertaining to Pension and Gratuity expenses have been recognised in “Contribution to Provident and other funds” and Leave Encashment in “Salaries and wages” under Note 28. The remeasurements of the net defined benefit liability are included in Statement of Profit and Loss and Other Comprehensive Income in Statement of change in Equity.
REPORT AND ACCOUNTS 2017 74 International Travel House Limited
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March, 2017 For the year ended 31st March, 2016 ` ` Pension Gratuity Leave Medical Pension Gratuity Leave Medical Encashment Encashment
II Actual Returns 52,29,056 22,15,399 - - 29,59,421 21,80,605 - -
III Net Asset / (Liability) recognised in Balance Sheet 1 Present Value of Defined Benefit Obligation 5,45,48,337 4,71,80,473 2,83,87,634 38,29,261 4,21,52,417 3,77,28,237 2,51,47,919 39,80,728 2 Fair Value of Plan Assets 4,70,04,949 3,96,09,763 - - 4,21,52,417 3,30,96,241 - - 3 Status [Surplus / (Deficit)] (75,43,388) (75,70,710) (2,83,87,634) (38,29,261) - (46,31,996) (2,51,47,919) (39,80,728) 4 Restrictions on Asset Recognised ------` 5 Net Asset / (Liability) As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 recognised in Balance Sheet Current Non-current Current Non-current Current Non-current - Pension (75,43,388) ------Gratuity (75,70,710) - (46,31,996) - (41,41,525) - - Leave Encashment (36,23,469) (2,47,64,165) (46,65,444) (2,04,82,475) (32,45,346) (1,68,87,777) - Medical (11,80,000) (26,49,261) (18,38,425) (21,42,303) (7,90,000) (26,44,705)
For the year ended 31st March, 2017 For the year ended 31st March, 2016 ` ` Pension Gratuity Leave Medical Pension Gratuity Leave Medical Encashment Encashment IV Change in Defined Benefit Obligations (DBO) 1 Present Value of DBO at the beginning of the year 4,21,52,417 3,77,28,237 2,51,47,919 39,80,728 3,72,19,522 3,06,36,422 2,01,33,123 34,34,705 2 Current Service Cost 25,41,458 45,88,878 41,35,824 3,52,508 23,24,550 36,65,186 36,60,096 3,79,369 3 Interest Cost 31,61,431 28,29,618 18,86,094 2,98,555 29,77,562 24,57,629 16,15,063 2,74,776 4 Remeasurement Gains / (Losses): Effect of changes in demographic assumptions ------Effect of changes in financial assumptions 20,28,871 32,46,796 19,40,733 1,56,794 (1,29,226) 17,07,712 10,85,957 5,461 Changes in asset ceiling (excluding interest income) ------Effect of experience adjustments 70,59,148 11,18,948 13,17,213 (9,40,574) (2,39,991) 11,01,083 20,34,588 (1,00,482) 5 Curtailment Cost / (Credit) ------6 Settlement Cost / (Credits) ------7 Liabilities assumed in business combination ------8 Exchange difference on foreign plans ------9 Benefits Paid (23,94,988) (23,32,004) (60,40,149) (18,750) - (18,39,795) (33,80,908) (13,101) Others ------10 Present Value of DBO at the end of the year 5,45,48,337 4,71,80,473 2,83,87,634 38,29,261 4,21,52,417 3,77,28,237 2,51,47,919 39,80,728
REPORT AND ACCOUNTS 2017 75 International Travel House Limited
NOTES TO THE FINANCIAL STATEMENTS
` V Best Estimate of Employer’s Expected Contribution for the next year As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 - Pension 61,95,845 25,80,251 21,11,059 - Gratuity 56,04,677 44,15,756 37,16,179 - Leave Encashment 63,00,138 57,65,795 48,32,128 - Medical 7,05,720 7,15,861 6,52,167
For the year ended 31st March, 2017 For the year ended 31st March, 2016 ` ` Pension Gratuity Leave Medical Pension Gratuity Leave Medical Encashment Encashment VI Change in Fair Value of Assets 1 Plan Assets at the beginning of the year 4,21,52,417 3,29,82,894 - - 3,72,19,522 2,66,03,789 - - 2 Asset acquired in Business Combination ------3 Expected Return on Plan Assets 31,61,431 24,73,717 - - 29,77,562 21,28,303 - - 4 Remeasurement Gains / (Losses) on plan assets 20,67,625 (2,58,318) - - (18,141) 52,302 - - 5 Actual Company Contributions 20,18,464 67,43,474 - - 19,73,474 61,51,642 - - 6 Benefits Paid (23,94,988) (23,32,004) - - - (18,39,795) - - Others ------7 Plan Assets at the end of the year 4,70,04,949 3,96,09,763 - - 4,21,52,417 3,30,96,241 - -
VII Actuarial Assumptions As at 31st March, 2017 As at 31st March, 2016 As at 1st, April 2015 Discount Rate Expected Discount Rate Expected Discount Rate Expected (%) Return on (%) Return on (%) Return on Plan Assets Plan Assets Plan Assets (%) (%) (%) 1 Pension 6.75 7.50 7.50 8.00 8.00 8.00 2 Gratuity 6.75 7.50 7.50 9.00 8.00 8.75 3 Leave Encashment 6.75 - 7.50 - 8.00 - 4 Medical 6.75 - 7.50 - 8.00 - The estimates of future salary increases, considered in actuarial valuations take account of inflation, seniority, promotion and other relevant factors such as supply and demand factors in the employment market. Pension VIII Major Category of Plan Assets as a percentage of the Total Plan Assets As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 1 Government Securities / Special Deposit with RBI 7.05 9.05 10.58 2 High Quality Corporate Bonds - - 6.64 3 Insurer Managed Funds* 86.70 - - 4 Mutual Funds 0.67 51.01 48.01 5 Cash and Cash Equivalents 0.47 0.61 1.19 6 Term Deposits 5.11 39.33 33.58
REPORT AND ACCOUNTS 2017 76 International Travel House Limited
NOTES TO THE FINANCIAL STATEMENTS
Gratuity Major Category of Plan Assets as As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 a percentage of the Total Plan Assets 1 Government Securities / Special Deposit with RBI - - - 2 High Quality Corporate Bonds - - - 3 Insurer Managed Funds* 100.00 100.00 100.00 4 Mutual Funds - - - 5 Cash and Cash Equivalents - - - 6 Term Deposits - - - * In the absence of detailed information regarding plan assets which is funded with Insurance Companies, the composition of each major category of plan assets, the percentage or amount for each category to the fair value of plan assets has not been disclosed. The fair value Government Securities, Corporate Bonds, Mutual Funds are determined based on quoted market prices in active markets. The employee benefit plans do not hold any securities issued by the Company. IX Basis used to determine the Expected Rate of Return on Plan Assets The expected rate of return on plan assets is based on the current portfolio of assets, investment strategy and market scenario. In order to protect the capital and optimize returns within acceptable risk parameters, the plan assets are well diversified. X Net Asset / (Liability) recognised in Balance Sheet (including experience adjustment impact)
For the year ended 31st March, 2017 For the year ended 31st March, 2016 For the year ended 1st April, 2015 ` ` ` Pension Gratuity Leave Medical Pension Gratuity Leave Medical Pension Gratuity Leave Medical Encashment Encashment Encashment 1 Present Value of Defined Benefit Obligation 5,45,48,337 4,71,80,473 2,83,87,634 38,29,261 4,21,52,417 3,77,28,237 2,51,47,919 39,80,728 3,72,19,522 3,06,36,422 2,01,33,123 34,34,705 2 Fair Value of Plan Assets 4,70,04,949 3,96,09,763 - - 4,21,52,417 3,30,96,241 - - 3,72,19,522 2,64,94,897 - - 3 Status [Surplus/ (Deficit)] (75,43,388) (75,70,710) (2,83,87,634) (38,29,261) - (46,31,996) (2,51,47,919) (39,80,728) - (41,41,525) (2,01,33,123) (34,34,705) 4 Experience Adjustment of Plan Assets [Gain / (loss)] ------5 Experience Adjustment of obligation [(Gain) / Loss] 70,59,148 11,18,948 13,17,213 (9,40,574) (2,39,991) 11,01,083 20,34,588 (1,00,482) (7,73,976) 9,00,891 10,65,469 (90,986)
(a) Amounts towards Defined Contribution Plans have been recognised under “Contribution to Provident and other funds” in Note 28 : `1,93,12,127/- (Mar’16 - ` 1,82,78,836/-). (b) The liability for Leave Encashment and Medical benefit (Non – Funded) as at 31st March, 2017 amounts to ` 3,22,16,895 (Mar’16 - ` 2,91,28,647/-; Mar’15- ` 2,35,67,828/-).
REPORT AND ACCOUNTS 2017 77 International Travel House Limited
NOTES TO THE FINANCIAL STATEMENTS
XI Sensitivity Analysis The sensitivity analysis below has been determined based on reasonably possible change of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. These sensitivities show the hypothetical impact of a change in each of the listed assumptions in isolation. While each of these sensitivities holds all other assumptions constant, in practice such assumptions rarely change in isolation and the asset value changes may offset the impact to some extent. For presenting the sensitivities, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the Defined Benefit Obligation presented above. There was no change in the methods and assumptions used in the preparation of sensitivity analysis from previous year.
Pension ` DBO as at 31st March, 2017 DBO as at 31st March, 2016 DBO as at 1st April, 2015 1 Discount Rate +0.50% 14,48,748 34,47,584 38,88,798 2 Discount Rate - 0.50% 27,30,413 45,88,499 51,98,088 3 Salary Increase Rate +0.50% 28,04,134 47,12,388 53,38,436 4 Salary Increase Rate -0.50% 14,87,864 35,40,668 39,93,795
Gratuity `
DBO as at 31st March, 2017 DBO as at 31st March, 2016 DBO as at 1st April, 2015 1 Discount Rate +0.50% (27,98,291) (21,55,750) (18,11,901) 2 Discount Rate - 0.50% 25,57,904 19,74,677 16,58,566 3 Salary Increase Rate +0.50% 26,26,967 20,27,993 17,03,347 4 Salary Increase Rate -0.50% (28,73,845) (22,13,955) (18,60,822)
Leave Encashment `
DBO as at 31st March, 2017 DBO as at 31st March, 2016 DBO as at 1st April, 2015 1 Discount Rate +0.50% 22,84,510 12,34,262 4,66,303 2 Discount Rate - 0.50% 25,87,289 14,95,072 6,93,054 3 Salary Increase Rate +0.50% 23,46,192 12,67,587 4,78,893 4 Salary Increase Rate -0.50% 26,57,146 15,35,439 7,11,766
REPORT AND ACCOUNTS 2017 78 International Travel House Limited
NOTES TO THE FINANCIAL STATEMENTS
34 related Party Disclosure Related Parties with whom the Company had transactions i Companies with respect to which International Travel House Limited (ITHL) is an associate a ITC Limied b Russel Credit Limited ii a) Key Management Personnel N Anand Non Executive Chairman J J Ghadiali Managing Director (ceased w.e.f. 27.01.2017) A Baijal Non Executive Independent Director (ceased w.e.f. 30.12.2016) S Pillai Non Executive Independent Director A Rajput Non Executive Director H P Ranina Non Executive Independent Director K L Thapar Non Executive Independent Director J Singh Non Executive Director (w.e.f. 16.04.2016) A Pathak Non Executive Director (ceased w.e.f. 15.04.2016) Members - Corporate Management Committee- ITHL G Arora S Datta (ceasedNOTES w.e.f. 1.11.2016) TO THE FINANCIAL STATEMENTS S Sequeira (w.e.f. 01.11.2016) A Bhattacharjee (w.e.f. 06.02.2017) J Aggarwal (Company Secretary) b) relatives of KMP of ITHL Mrs T Anand - Wife of Mr N Anand, Mr K Anand & Mr A Anand - Sons of Mr N Anand, Ms N Anand - Daughter of Mr N Anand Mrs V GhadiaIi - Wife of Mr J J Ghadiali, Dr M J Ghadiali - Son of Mr J J Ghadiali Mrs A Rajput - Wife of Mr A Rajput, Mr K Rajput and Mr N. Bhalla - Sons of Mr A Rajput, Ms S Rajput - Daughter of Mr A Rajput Mrs P Thapar - Wife of Mr K L Thapar Mr J Singh - Son of Mr J Singh Mrs K Arora - Wife of Mr G Arora, Mr P Arora - Son of Mr G Arora Mrs S Datta - Wife of Mr S Datta, Ms A Datta - Daughter of Mr S Datta, Ms M Datta - Sister of Mr S Datta, Mrs S Datta - Mother of Mr S Datta Mr A Aggarwal - Husband of Mrs J Aggarwal, Ms K Aggarwal - Daughter of Mrs J Aggarwal Mrs J Sequeiran -Wife of Mr S Sequeria and Mr J Sequeira and Mr J Sequeira - Sons of Mr S Sequeira Mrs D Bhattacharjee - Wife of Mr A Bhattacharjee, Mr R Bhattacharjee - Son of Mr A Bhattacharjee iii Enterprises on which KMP exercise significant influence Asian Institute of Transport Development iv Employee trust where there is significant influence Travel House Superannuation Fund International Travel House Limited Gratuity Fund
REPORT AND ACCOUNTS 2017 79 International Travel House Limited
NOTES TO THE FINANCIAL STATEMENTS `
- - - - 85,000 1,45,000 1,45,000 1,15,000 4,90,000 99,36,871 99,36,871 92,53,174 34,07,741 31/03/2016 1,77,13,622 4,05,60,202 4,05,60,202 1,43,05,881 63,81,39,380 64,73,92,554 Total Total
- - - -
50,000 5,60,000 87,35,881 1,90,000 1,20,000 2,00,000
87,35,881 85,10,257 39,44,134 31/03/2017 1,75,45,104 2,64,39,695 2,64,39,695
59,78,83,517 60,63,93,775
2,14,89,238
------31/03/2016
Trusts Employee ------31/03/2017
------55,79,658 55,79,658 31/03/2016 Personnel Personnel
- Management Key - -
------
elatives / Enterprises R elatives ------61,55,578 61,55,578 31/03/2017
- - - - -
- - - - 85,000 1,45,000 1,15,000 1,45,000 4,90,000 36,73,516 36,73,516 34,07,741 31/03/2016 1,77,13,622 1,43,05,881
------Personnel Personnel
- -
- Management Key 50,000 elated Party and the status of outstanding balances as on 31st March, 2017 R elated and Party the status of outstanding balances as on 31st March, 2,00,000 5,60,000 23,54,680 23,54,680 1,90,000 1,20,000 39,44,134 31/03/2017 2,14,89,238 1,75,45,104
------99,36,871 99,36,871 31/03/2016 4,05,60,202 4,05,60,202 63,81,39,380 63,81,39,380
-
------an associate to which ITHL is 87,35,881 87,35,881 31/03/2017 2,64,39,695 2,64,39,695 Companies with respect Companies with respect 59,78,83,517 59,78,83,517
Disclosure of transactions between the Company and of the transactions Company Disclosure between
ITC Limited Mr K L Thapar Thapar Mr K L a) short-term employee benefits a) short-term employee ITC Limited ITC Limited Others Total Total Total Total Total Total benefits b) post-employment Mr H P Ranina A Baijal Mr Total Ms S Pillai d) termination benefits e) share-based payment payment e) share-based c) other long-term benefits included above. above. included
Total Total Fees Directors to Key Remuneration Management Personnel of Goods and Purchase Services Rent Paid
Remuneration to Key to Key Remuneration on Management Personnel Deputation Reimbursed #
^ Gross transaction value of sale of services rendered. transaction value of sale services ^ Gross rendered. not are Management Personnel the amounts pertaining to the Key as a whole, the Company on an actuarial basis for provided are Gratuity and Superannuation Encashment, Leave As the Liability for * # Paid through ITC Limited includes remuneration of Managers on Deputation Reimbursed. ITC Limited includes remuneration # Paid through . Sale of Services (Gross)^
34. 34. (contd.) Disclosure elated Party r Transaction R elated Party
REPORT AND ACCOUNTS 2017 80 International Travel House Limited
NOTES TO THE FINANCIAL STATEMENTS
- - -
` 28,904 425 8,16,118 9,51,140 35,27,003 6,58,78,564 7,12,01,729 01/04/2015
53,48,206 24,58,433 24,58,433 12,22,300 53,48,206 61,51,642 19,73,474 81,25,116 - - - - 4,12,27,035 1,54,13,190 1,66,35,915 4,12,27,035 31/03/2016
- - 2,04,736 Total Total - - 11,21,140 56,15,172 6,68,03,656 7,37,44,704 31/03/2016 425
- - - -
27,13,196 27,13,196 12,22,300 67,43,474 20,18,464 87,61,938
35,88,314 31/03/2017 1,54,13,190 1,66,35,915 35,88,314
4,060
4,28,80,944 4,28,80,944
6,98,200 31/03/2017 5,12,98,871 6,53,79,915
11,73,81,045
------01/04/2015 19,73,474 81,25,116 61,51,642 31/03/2016 ------
- - - - 31/03/2016 - Trusts Employee
------
87,61,938
20,18,464 31/03/2017 67,43,474
31/03/2017
------425 425 8,16,118 8,16,118 01/04/2015 31/03/2016 ------
2,04,736 2,04,736 - - Personnel Personnel 31/03/2016
------425 425 Management Key -
------elatives / Enterprises R elatives 4,060 4,060 31/03/2017 31/03/2017
------
------28,904 28,904 01/04/2015
31/03/2016 ------
Personnel Personnel ------31/03/2016 -
- - Management Key ------
- - -
31/03/2017 31/03/2017
- - - - -
------9,51,140 35,27,003
7,03,56,707 6,58,78,564 01/04/2015 53,48,206 24,58,433 53,48,206 12,22,300 24,58,433
4,12,27,035 4,12,27,035 1,66,35,490 1,54,13,190 31/03/2016 - - - - -
11,21,140 56,15,172
an associate
7,35,39,968 6,68,03,656 31/03/2016 ------
to which ITHL is
- - - - -
Companies with respect Companies with respect 35,88,314 27,13,196 35,88,314 12,22,300 27,13,196 31/03/2017 1,66,35,490 6,98,200 4,28,80,944 4,28,80,944
1,54,13,190 31/03/2017 6,53,79,915 5,12,98,871 11,73,76,986
elated Party and the status of outstanding balances as on 31st March, 2017 and the status of outstanding balances as on 31st March, and R elated Party the Company of transactions between Disclosure Total Total Total Total ITC Limited Due from Directors/Officers Directors/Officers Due from Others Others Others ITC Limited ITC Limited ITC Limited Other Total Total ITC Limited Travel House Superannuation Travel Fund ITC Limited Total Total Other Total International House Travel Limited Gratuity Fund Others ITC Limited Total Total Limited Russell Credit Others
Deposits G iven
eceivables R eceivables note 32(X)] Stock Option Scheme [ R efer ** Includes cost of fair value option granted under ITC Employees Balances as on emuneration of Managers of Managers R emuneration Personnel Management / Key on Deputation R eimbursed **
of Managers R emuneration on Deputation R ecovered Contribution to Employees’ Benefit Plans Payables Dividend Payments Expenses R eimbursed Employee Payable Payable Employee
34. 34. (contd.) Disclosure elated Party r Transaction R elated Party
REPORT AND ACCOUNTS 2017 81 International Travel House Limited
NOTES TO THE FINANCIAL STATEMENTS
35 Financial Risk Management Objectives and Policies The Company’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company continues to focus on a system-based approach to business risk management. The Company’s financial risk management process seeks to enable the early identification, evaluation and effective management of key risks facing the business. Backed by strong internal control systems, the current Risk Management Frame- work rests on policies and procedures issued by appropriate authorities, process of regular reviews / audits to set appropriate risk limits and controls, monitoring of such risks and compliance confirmation for the same. A. Market Risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk - interest rate risk, foreign currency risk and price risk. The Company has in place appropriate risk manage- ment policies to limit the impact of these risks on its financial performance. The Company ensures optimisation of cash through fund planning and robust cash management practices. i. Interest Rate Risk Interest rate risk refers to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in mar- ket interest rates. As majority of the financial assets and liabilities of the Company are either non-interest bearing or fixed interest bearing instruments, the Company’s net exposure to interest risk is negligible. ii. Foreign Currency Risk The Indian Rupee is the Company’s most significant currency. As a consequence, the Company’s results are presented in Indian Rupee. The Company has limited foreign currency exposure which are mainly on account of Money Changing Business activity undertaken by the Company. iii. Price Risk The Company’s quoted debt mutual funds are susceptible to market price risk that arise mainly from changes in interest rate which may impact the return and value of such investments securities. The Company manages the price risk through diversification and by placing limits on individual and total instruments. Reports on the portfolio are submitted to the Company’s senior management on a regular basis. The Company’s Board of Directors has approved an investment policy for the Company. These investments are marked to market at period ends. Accordingly, these do not pose any significant risk. B. Credit Risk Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. i. Trade Receivables Customer credit risk is managed subject to the Company’s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. Concentrations of credit risk with respect to trade receivables are limited as the Company’s customer base is large and diverse. For financial assets measured at amortised cost, account receivable expected credit losses are measured at an amount equal to the 12 month expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition.
ii. Financial Instruments and Cash Deposits Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The Board has approved a policy for investment of surplus funds. Investment in debt mutual funds are made only with approved mutual funds and credit risk in such funds are limited because the underlying investments are diversified and the Company’s investment framework considers the credit quality of the underlying investments made by the fund house. There are limits for any exposure to financial institutions.
REPORT AND ACCOUNTS 2017 82 International Travel House Limited
NOTES TO THE FINANCIAL STATEMENTS
The Company’s maximum exposure to credit risk for the components of the Balance Sheet at 31st March, 2017, 31st March 2016 and 1st April, 2015 is the carrying amounts as illustrated in note below.
Particulars Note As at 31st As at 31st As at 1st March, 2017 March, 2016 April, 2015 Loans 5 & 1 3 2,43,098 2,44,230 7,20,581 Investments in Mutual funds 4 & 9 41,01,17,292 23,02,56,067 2,67,862,225 Trade Receivables 10 1,05,74,67,190 94,20,23,316 94,47,48,959 Cash and Cash Equivalents 11 & 12 8,62,80,452 14,45,51,651 9,88,52,560 Other Short Term Financial Assets 14 1,36,37,547 1,34,66,317 1,93,68,734 Total 1,56,77,45,579 1,33,05,41,581 1,33,15,53,059
C. Liquidity Risk Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations as they become due. The Company’s investment decisions relating to deployment of surplus liquidity are guided by the tenets of safety, liquidity and return. The Company manages its liquidity risk by ensuring that it will always have sufficient liquidity to meet its liabilities when due. Investments are made with a range of maturities, generally matching the projected cash flows and spreading the same across wide range of counterparties. Considering the dynamic nature of the underlying businesses, the Company also maintains adequate committed credit lines with the banks. The Company’s treasury function reviews the liquidity position on an ongoing basis. The following are the contractual maturities of the financial liabilities as at 31st March 2017:
Particulars Carrying Contractual 6 months 6-12 1-2 2-5 More than amount cash flow or less months years years 5 years Trade Payables 34,78,48,252 34,78,48,252 34,78,48,252 - - - - Others 5,30,64,247 5,30,64,247 5,30,64,247 - - - -
Contractual maturities of the financial liabilities as at 31st March, 2016: Particulars Carrying Contractual 6 months 6-12 1-2 2-5 More than amount cash flow or less months years years 5 years Trade Payables 27,93,88,853 27,93,88,853 27,93,88,853 - - - - Others 3,91,69,784 3,91,69,784 3,91,69,784 - - - -
Contractual maturities of the financial liabilities as at 1st April, 2015: Particulars Carrying Contractual 6 months 6-12 1-2 2-5 More than amount cash flow or less months years years 5 years Trade Payables 28,60,76,636 28,60,76,636 28,60,76,636 - - - - Others 3,27,43,530 3,27,43,530 3,27,43,530 - - - -
D. Capital Management The Company’s financial strategy aims to provide adequate capital to its businesses to grow and invest whilst ensuring sustained stakeholder value and ensuring continuance as a going concern.The Company funds its operations through internal accruals. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants.
REPORT AND ACCOUNTS 2017 83 International Travel House Limited
NOTES TO THE FINANCIAL STATEMENTS
36. First time adoption of Ind AS As stated in note 1B, the financial statements for the year ending 31st March, 2017 are the first annual financial statements prepared in accordance with Ind AS. Ind AS 101 (First-time Adoption of Indian Accounting Standards) provides a suitable point for accounting in accordance with Ind AS and is required to be mandatorily followed by first-time adopters. The Company has prepared the opening balance sheet as per Ind AS as of 1st April, 2015 (the transition date) by: i. Recognising all assets and liabilities whose recognition is required by Ind AS, ii. Not recognising items of assets or liabilities which are not permitted by Ind AS, iii. Reclassifying items from previous Generally Accepted Accounting Principles (GAAP) to Ind AS as required under Ind AS, and iv. Applying Ind AS in measurement of recognised assets and liabilities. All applicable Ind AS have been applied consistently and retrospectively, wherever required. The resulting difference between the carrying amounts of the assets and liabilities in the financial statements under both Ind AS and Indian GAAP as of the transition date are recognised directly in other equity (retained earnings) at the date of transition to Ind AS. Ind AS 101 mandates certain exceptions and allows first-time adopters exemptions from the retrospective application of certain requirements under Ind AS. The Company has applied the following exemptions in the financial statements: i. Exemptions applied: The Company has elected to continue with the carrying value for all of its property, plant and equipment and intangible assets as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and used it as its deemed cost as at the date of transition. ii Exceptions applied: a. The estimates at 1st April, 2015 and at 31st March, 2016 are consistent with those made for the same dates in accordance with Indian GAAP Reconciliation of equity as at 1st April, 2015 (date of transition to Ind AS) – Particulars Notes As at 1st April, 2015 As at 31st March, 2016 (Date of Transition) (end of last period presented under previous GAAP) Equity as reported under previous GAAP 1,45,31,76,077 1,54,11,43,995 Dividends (including tax thereon) c 4,08,93,586 4,08,93,586 Impact of measuring investments at Fair Value through Profit and Loss (FVTPL) or OCI (Net of Tax) a 84,10,867 1,67,450 Equity as reported under Ind AS 1,50,24,80,530 1,58,22,05,039 reconciliation of Total Comperhansive Income for the year ended 31st March, 2016: Particulars Notes For the 12 months ended 31.03.2016 Profit After Tax as reported under previous GAAP 12,88,61,507 Impact of measuring investments at Fair Value through a 1,26,06,159 Profit or Loss (FVTPL) Reclassification of actuarial gains / losses, arising in d 19,76,514 respect of employee benefit schemes to Other Comprehensive income (OCI) Impact of recognising the cost of the employee stock (2,58,48,144) option scheme at fair value Tax Adjustments b 36,78,707 Profit After Tax as reported under Ind AS 9,60,62,425 Other Comprehensive Income (Net of Tax) d (12,92,482) Total Comprehensive income as reported 9,47,69,943 under Ind AS
Footnotes to the reconciliation of equity as at 1st April 2015, 31st March, 2016 and profit or loss for the year ended 31st March, 2016: a. Under the previous GAAP, current Investments were shown at cost or market value whichever was lower. However under Ind AS the same is shown at fair value through Profit or Loss.
REPORT AND ACCOUNTS 2017 84 International Travel House Limited
NOTES TO THE FINANCIAL STATEMENTS
b. The previous GAAP mandated deferred tax accounting using the income statement approach while Ind AS 12 requires entities to account for deferred taxes using the Balance Sheet approach. c. Under previous GAAP, dividend payable on equity shares (including the tax thereon) was recognised as a liability in the period to which it relates. Under Ind AS, dividends (including the tax thereon) to shareholders are recognised when declared by the members in a general meeting. d. Under previous GAAP, actuarial gains and losses related to the defined benefit schemes for gratuity and pension plans and liabilities towards employee leave encashment were recognised in profit or loss. Under Ind AS, the actuarial gains and losses form part of re- measurement of the net defined benefit liability / asset which is recognised in OCI. Consequently, the tax effect of the same has also been recognised in OCI instead of profit or loss. e. Under Ind AS, the cost of the options granted under the ITC Employee Stock Option Scheme to certain employees in the Company is recognised based on the fair value of the options at the grant date. The Company records this cost as share based payment expense under employee benefits expense over the vesting period/ service period, together with a corresponding increase in other equity. iii. Standards issued but not yet effective Ministry of Corporate Affairs (MCA) has issued the Companies (Indian Accounting Standards) (Amendment) Rules, 2017 on 17th March, 2017 notifying the amendments to Ind AS 7, ‘Statement of cash flows’ and Ind AS 102, ‘Share-based payment’. These amendments are applicable for annual periods beginning on or after1st April, 2017. The Company expects that there will be no material impact on the financial statements resulting from the implementation of these standards.
As per our report of even date Signature to Notes 1 to 36 On behalf of the Board for S. R. Batliboi & Associates LLP ICAI Firm Registration No.: 101049W/E300004 A Rajput J Singh Chartered Accountants Director Director per Yogesh Midha S Sequeira J Aggarwal Partner Chief Financial Officer Company Secretary Membership No.: 94941 Place : New Delhi Place : New Delhi Date : 22nd April, 2017 Date : 22nd April, 2017
REPORT AND ACCOUNTS 2017 85 International Travel House Limited
independent auditor’s report
Report on the Ind AS Financial Statements Report on Other Legal and Regulatory Requirements We have audited the accompanying Ind AS financial statements of International 1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) Travel House Limited (“the Company”), which comprise the Balance Sheet as at issued by the Central Government of India in terms of sub-section (11) of March 31, 2017, the Statement of Profit and Loss, the including the statement of Section 143 of the Act, we give in the Annexure I a statement on the matters other comprehensive income, the cash flow statement and the statement of changes specified in paragraphs 3 and 4 of the Order. in equity for the year then ended, and a summary of significant accounting policies 2. As required by Section 143(3) of the Act, we report that: and other explanatory information. (a) We have sought and obtained all the information and explanations which to Management’s Responsibility for the Financial Statements the best of our knowledge and belief were necessary for the purposes of our The Company’s Board of Directors is responsible for the matters stated in Section audit. 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of (b) In our opinion, proper books of account as required by law have been kept by these Ind AS financial statements that give a true and fair view of the financial position, the Company so far as it appears from our examination of those books. financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with accounting principles generally (c) The Balance Sheet, Statement of Profit and Loss, including the Statement of accepted in India, including the Indian Accounting Standards(Ind AS) specified under Other Comprehensive income and Cash Flow Statement and Statement of Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 Changes in Equity dealt with by this Report are in agreement with the books and Companies (Indian Accounting Standards) Rules, 2015 . This responsibility also of account. includes maintenance of adequate accounting and Companies (Indian Accounting (d) In our opinion, the aforesaid Ind AS financial statements comply with the Standards) Amendment Rules, 2016. This responsibility also includes maintainence Accounting Standards specified under Section 133 of the Act, read with Rule 7 of adequate accounting records in accordance with the provisions of the Act for of the Companies (Indian Accounting Standards) Rules, 2014 and Companies safeguarding of the assets of the Company and for preventing and detecting frauds (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting and other irregularities; selection and application of appropriate accounting policies; Standards) Amendment Rules, 2016. making judgments and estimates that are reasonable and prudent; and the design, (e) On the basis of written representations received from the directors as on 31st implementation and maintenance of adequate internal financial controls, that were March, 2017, taken on record by the Board of Directors, none of the directors operating effectively for ensuring the accuracy and completeness of the accounting is disqualified as on 31st March, 2017, from being appointed as a director in records, relevant to the preparation and presentation of the Ind AS financial terms of Section 164 (2) of the Act. statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. (f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, Auditors’ Responsibility refer to our separate Report in “Annexure 2” to this report; Our responsibility is to express an opinion on these Ind AS financial statements (g) With respect to the other matters to be included in the Auditor’s Report based on our audit. We have taken into account the provisions of the Act, the in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, accounting and auditing standards and matters which are required to be included 2014, in our opinion and to the best of our information and according to the in the audit report under the provisions of the Act and the Rules made thereunder. explanations given to us: We conducted our audit of the Ind AS financial statements in accordance with i. The Company has disclosed the impact of pending litigations on its the Standards on Auditing, issued by the Institute of Chartered Accountants of financial position in its Ind AS financial statements - Refer Note 32(iii) to India, as specified under Section 143(10) of the Act. Those Standards require that the financial statements; we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material ii. The Company did not have any long-term contracts including derivative misstatement. contracts for which there were any material foreseeable losses; An audit involves performing procedures to obtain audit evidence about the iii. There has been no delay in transferring amounts, required to be amounts and the disclosures in the financial statements. The procedures selected transferred, to the Investor Education and Protection Fund by the depend on the auditor’s judgment, including the assessment of the risks of material Company; and misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control iv. The Company has provided requisite disclosures in Note 32(ix) to relevant to the Company’s preparation of the Ind AS financial statements that give these financial statements as to the holding of Specified Bank Notes a true and fair view in order to design audit procedures that are appropriate in the on November 8, 2016 and December 30, 2016 as well as dealings circumstances. An audit also includes evaluating the appropriateness of accounting in Specified Bank Notes during the period from November 8, 2016 to policies used and the reasonableness of the accounting estimates made by the December 30, 2016. Based on our enquiries, test check of the books Company’s Directors, as well as evaluating the overall presentation of the Ind AS of accounts and other details maintained by the Company and relying financial statements. We believe that the audit evidence we have obtained is sufficient on the management representation regarding the holding and nature of and appropriate to provide a basis for our audit opinion on the Ind AS financial cash transactions, including Specified Bank Notes, we report that these statements. disclosures are in accordance with the books of accounts maintained by the Company. Opinion for S. R. Batliboi & Associates LLP In our opinion and to the best of our information and according to the explanations Chartered Accountants given to us, Ind AS financial statements give the information required by the Act in the Firm’s Registration Number: 101049W/E300004 manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the financial position of the Company as at per Yogesh Midha March 31, 2017, its financial performance including other comprehensive income, its Place : New Delhi Partner cash flows and the changes in equity for the year ended on that date. Date : 22nd April, 2017 Membership Number: 94941
REPORT AND ACCOUNTS 2017 86 International Travel House Limited
annexure to independent auditor’s report
Annexure referred to in paragraph 1 under the heading “Report Company and hence not commented upon. on Other Legal and Regulatory Requirements” of our Report (iv) In our opinion and according to the information and of even date explanations given to us, there are no loans, investments, Re: International Travel House Limited (“the Company”) guarantees, and securities given in respect of which (i) (a) The Company has maintained proper records showing provisions of section 185 and 186 of the Companies Act full particulars, including quantitative details and 2013 are applicable and hence not commented upon. situation of fixed assets. (v) The Company has not accepted any deposits within the (b) Fixed assets have been physically verified by the meaning of Sections 73 to 76 of the Act and the Companies management during the year and no material (Acceptance of Deposits) Rules, 2014 (as amended), discrepancies were identified on such verification. Accordingly, the provisions of clause 3(v) of the Order are (c) According to the information and explanations given not applicable. by the management, the title deeds of immovable (vi) To the best of our knowledge and as explained, the Company properties (buildings) included in fixed assets, except is not in the business of sale of any goods. Therefore, in our for two properties (acquired in earlier years, details opinion, the provisions of section 3(vi) of the Order are not given below), are held in the name of the Company. applicable to the Company. Total Number gross Net remarks (vii) (a) The Company is regular in depositing with appropriate of Cases Block Block authorities undisputed statutory dues including 2 72,35,399 55,83,650 As explained the provident fund, employees’ state insurance, income- registration process tax, sales-tax, service tax, duty of customs, value added of transferring the tax, cess and other statutory dues applicable to it. The property in the name of provisions relating to duty of excise are not applicable the Company has been to the Company. initiated in 2014-2015 (b) According to the information and explanations given (ii) The Company’s business does not involve inventories and, to us, no undisputed amounts payable in respect of accordingly, the requirements under paragraph 3 (ii) of the provident fund, employees’ state insurance, income-tax, Order are not applicable to the Company. service tax, sales-tax, duty of customs, value added tax, (iii) (a) According to the information and explanations given cess and other statutory dues were outstanding, at the to us, the Company has not granted any loans, secured year end, for a period of more than six months from or unsecured to companies, firms Limited Liability the date they became payable. The provisions relating Partnerships or other parties covered in the register to excise duty are not applicable to the Company. maintained under section 189 of the Companies Act (c) According to the records of the Company, the dues 2013. Accordingly, the provisions of clause 3 (iii) (a), outstanding of income-tax, and service tax on account (b) and (c) of the Order are not applicable to the of any dispute, are as follows:
Name of the Nature of Dues Amount (`) Period to which the Forum where dispute is Statute amount relates pending
Finance Act, 1994 Service tax demand on various incomes 1,50,75,458 2006-2008 CESTAT Finance Act, 1994 Service tax demand on various incomes 3,98,43,700 April 2010 to March 2015 CESTAT Finance Act, 1994 Service tax demand on various incomes 2,79,000 April 2010 to March 2011 Commissioner - Service Tax (Appeals) Income Tax Act Income tax demand on various disallowances 3,33,278 AY 2013-14 Commissioner of Income Tax (Appeals) There are no dues of sales-tax, duty of custom, value added tax and cess which have not been deposited on account of any dispute. The provisions relating to excise duty are not applicable to the Company.
(viii) In our opinion and according to the information and Company did not have any outstanding dues in respect explanations given by the management, Company has of a financial institution or debenture holders. not defaulted in repayment of dues to any bank. The (ix) According to the information and explanations given
REPORT AND ACCOUNTS 2017 87 International Travel House Limited
annexure to independent auditor’s report
by the management, the Company has not raised any (xiv) According to the information and explanations given to money by way of initial public offer / further public offer us and on an overall examination of the balance sheet, / debt instruments and term loans hence, reporting the Company has not made any preferential allotment or under clause (ix) is not applicable is not applicable to the private placement of shares or fully or partly convertible Company and hence not commented upon. debentures during the year under review and hence, (x) Based upon the audit procedures performed for the reporting requirements under clause 3(xiv) are not purpose of reporting the true and fair view of the applicable to the Company and, not commented upon. financial statements and according to the information and (xv) According to the information and explanations given explanations given by the management, we report that by the management, the Company has not entered into no fraud by the Company or no fraud on the Company any non-cash transactions with directors or persons by the officers and employees of the Comapny has been connected with him as referred to in section 192 of noticed or reported during the year. Companies Act, 2013. (xi) According to the information and explanations given (xvi) According to the information and explanations given to by the management, the managerial remuneration has us, the provisions of section 45-IA of the Reserve Bank been paid / provided in accordance with the requisite of India Act, 1934 are not applicable to the Company. approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013. (xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not for S. R. Batliboi & Associates LLP commented upon. Chartered Accountants (xiii) According to the information and explanations given ICAI Firm Registration Number: 101049W/E300004 by the management, transactions with the related parties are in compliance with section 177 and 188 of the Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial per Yogesh Midha statements, as required by the applicable accounting Place : New Delhi Partner standards. Date : 22nd April, 2017 Membership Number: 94941
REPORT AND ACCOUNTS 2017 88 International Travel House Limited
annexure to independent auditor’s report
Annexure 2 to the Independent Auditor’s Report of even date Our audit involves performing procedures to obtain audit on the Financial Statements of International Travel House Limited evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Report on the Internal Financial Controls under Clause Our audit of internal financial controls over financial reporting (i) of Sub-section 3 of Section 143 of the Companies Act, included obtaining an understanding of internal financial controls 2013 (“the Act”) over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed We have audited the internal financial controls over financial risk. The procedures selected depend on the auditor’s judgement, reporting of International travel House Limited (“the Company”) including the assessment of the risks of material misstatement of as on March 31, 2017 in conjunction with our audit of the financial the financial statements, whether due to fraud or error. statements of the Company for the year ended as on date.
We believe that the audit evidence we have obtained is sufficient Management’s Responsibility for Internal Financial and appropriate to provide a basis for our audit opinion on the Controls internal financial controls system over financial reporting.
The Company’s Management is responsible for establishing and Meaning of Internal Financial Controls Over Financial maintaining internal financial controls based on the internal Reporting control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial A company’s internal financial control over financial reporting is Controls Over Financial Reporting issued by the Institute of a process designed to provide reasonable assurance regarding Chartered Accountants of India. These responsibilities include the reliability of financial reporting and the preparation of the design, implementation and maintenance of adequate internal financial statements for external purposes in accordance with financial controls that were operating effectively for ensuring the generally accepted accounting principles. A company’s internal orderly and efficient conduct of its business, including adherence financial control over financial reporting includes those policies to the Company’s policies, the safeguarding of its assets, the and procedures that (1) pertain to the maintenance of records prevention and detection of frauds and errors, the accuracy that, in reasonable detail, accurately and fairly reflect the and completeness of the accounting records, and the timely transactions and dispositions of the assets of the company; (2) preparation of reliable financial information, as required under provide reasonable assurance that transactions are recorded the Companies Act, 2013. as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made Auditor’s Responsibility only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance Our responsibility is to express an opinion on the Company’s regarding prevention or timely detection of unauthorised internal financial controls over financial reporting based on our acquisition, use, or disposition of the company’s assets that could audit. We conducted our audit in accordance with the Guidance have a material effect on the financial statements. Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, Inherent Limitations of Internal Financial Controls to the extent applicable to an audit of internal financial controls, Over Financial Reporting both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Because of the inherent limitations of internal financial controls Standards and the Guidance Note require that we comply with over financial reporting, including the possibility of collusion ethical requirements and plan and perform the audit to obtain or improper management override of controls, material reasonable assurance about whether adequate internal financial misstatements due to error or fraud may occur and not be controls over financial reporting was established and maintained detected. Also, projections of any evaluation of the internal and if such controls operated effectively in all material respects. financial controls over financial reporting to future periods
REPORT AND ACCOUNTS 2017 89 International Travel House Limited
annexure to independent auditor’s report
are subject to the risk that the internal financial control over the Company considering the essential components of internal financial reporting may become inadequate because of changes control stated in the Guidance Note on Audit of Internal Financial in conditions, or that the degree of compliance with the policies Controls Over Financial Reporting issued by the Institute of or procedures may deteriorate. Chartered Accountants of India.
Opinion for S. R. Batliboi & Associates LLP Chartered Accountants In our opinion, the Company has, in all material respects, an ICAI Firm Registration Number: 101049W/E300004 adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting per Yogesh Midha were operating effectively as at March 31, 2017, based on the Place : New Delhi Partner internal control over financial reporting criteria established by Date : 22nd April, 2017 Membership Number: 94941
REPORT AND ACCOUNTS 2017 90 International Travel House Limited InternationalCIN : L63040DL1981PLC011941 Travel House Limited Registered Office : ‘Travel House’, T-2, Community Centre, Sheikh Sarai, Phase-I, New Delhi 110 017 Tel: 011 26017808 l E-mail : [email protected] lWebsite : www.travelhouseindia.com
36th ANNUAL GENERAL MEETING
ADMISSION SLIP
Name & Address of Member :
E-mail ID : DP ID No. & Client ID No. / Registered Folio No. : No. of Shares held :
I hereby record my presence at the 36th Annual General Meeting of the Company held on Friday, 4th August, 2017 at 9.30 a.m. at Air Force Auditorium, Subroto Park, New Delhi 110 010.
Name of Proxy in Block Letters Signature of Member / Proxy attending NOTES: i) Member / Proxy attending the Annual General Meeting (AGM) must bring his / her Admission Slip which should be signed and deposited at the entrance. ii) Duplicate Admission Slip will not be issued at the AGM venue.
------" International Travel House Limited CIN : L63040DL1981PLC011941 Registered Office : ‘Travel House’, T-2, Community Centre, Sheikh Sarai, Phase-I, New Delhi 110 017 Tel: 011 26017808 l E-mail : [email protected] l Website : www.travelhouseindia.com
36TH ANNUAL GENERAL MEETING PROXY FORM
Name & Address of Member :
E-mail ID : DP ID No. & Client ID No. / Registered Folio No. : I / We, being the Member(s) holding shares of International Travel House Limited, hereby appoint (1) Name : Address : E-mail ID : Signature : , or failing him (2) Name : Address : E-mail ID : Signature : , or failing him (3) Name : Address : E-mail ID : Signature : , or failing him as my / our proxy to attend and vote for me / us and on my / our behalf, if not already voted by me / us through remote e-voting, at the 36th Annual General Meeting (AGM) of the Company to be held on 4th August, 2017 at 9.30 a.m. at Air Force Auditorium, Subroto Park, New Delhi 110 010 and at any adjournment thereof, in respect of the resolutions indicated hereafter:
REPORT AND ACCOUNTS 2017 91 International Travel House Limited
" "
Resolution Description Optional ( P ) Number For Against Ordinary Business 1 Adoption of the Financial Statements for the financial year ended 31st March, 2017 and the Reports of the Board of Directors and the Auditors. 2 Declaration of dividend for the financial year ended 31st March, 2017. 3 Appointment of Mr Anil Rajput who retires by rotation and offers himself for re- appointment. 4 Appointment of Messrs Deloitte Haskins & Sells LLP, Chartered Accountants, as Auditors, for a period of five years from the conclusion of this AGM till the conclusion of Forty First AGM, subject to ratification at every AGM and approval of their remuneration for the financial year 2017-18. Special Business 5 Appointment of Mr Ghanshyam Arora as the Manager with effect from 6th February, 2017 and approval of his remuneration.
Affix 15 Paise Signed this ______day of ______2017. Signature of shareholder : ______Revenue Stamp Instructions (1) The Proxy Form, in order to be effective, should be completed and stamped, and must be deposited / received at the Registered Office of the Company, International Travel House Limited, ‘Travel House’, T-2, Community Centre, Sheikh Sarai, Phase-I, New Delhi 110 017, either in person or through post, not less than 48 hours before the commencement of the AGM i.e. by 9.30 a.m. on 2nd August, 2017. (2) The Proxy Form should be signed by the Member or his attorney authorised in writing, or in case of a corporate Member, should be under its seal or be signed by an officer or attorney authorised by such Member. In case of joint holding, the Proxy Form may be signed by any of the holders. (3) The signature of the Member on the Proxy Form should be as per the specimen signature furnished by National Securities Depository Limited / Central Depository Services (India) Limited orREPORT registered with AND the ACCOUNTSCompany. 2017 92 CHANDIGARH
NEW DELHI GURGAON NOIDA
AGRA JAIPUR
SILIGURI
AHMEDABAD INDORE VADODARA KOLKATA
MUMBAI
PUNE VISAKHAPATNAM
HYDERABAD
BENGALURU
AI T A CHENNAI Service Counters
Hotel Travel Counters
AGRA AHMEDABAD BENGALURU BENGALURU BENGALURU
ITC Mughal Fortune Park ITC Gardenia ITC Windsor My Fortune Taj Ganj Purshottam Mavlankar Marg, 1, Residency Road 25, Windsor Square 46, Richmond Road Agra – 282 001 Ellisbridge Ahmedabad – 380 006 Bengaluru – 560 025 Golf Course Road Bengaluru – 560 025 Tel : 0562 403 0601 Tel : 079 4050 5050 Tel : 080 4345 5193 Bengaluru – 560 052 Tel : 080 2559 8998 Tel : 080 2226 9898
CHENNAI CHENNAI HYDERABAD JAIPUR KOLKATA
ITC Grand Chola My Fortune ITC Kakatiya ITC Rajputana ITC Sonar 63, Mount Road 10, Cathedral Road 6-3-1187, Begumpet Palace Road 1, JBS Halden Avenue Guindy Chennai – 600 086 Hyderabad – 500 016 Jaipur – 302 006 Kolkata – 700 046 Chennai – 600 032 Tel : 044 4208 8412 Tel : 040 2341 2850 Tel : 0141 401 2020 Tel : 033 2345 4061 Tel : 044 4210 1774
MUMBAI MUMBAI NEW DELHI NEW DELHI VADODARA
ITC Maratha ITC Grand Central ITC Maurya Sheraton New Delhi WelcomHotel Vadodara Sahar, Andheri (E) 287, Dr B Ambedkar Road Sardar Patel Marg District Centre, Saket R C Dutt Road Mumbai – 400 099 Parel New Delhi – 110 021 New Delhi – 110 017 Vadodara – 390 005 Tel : 022 2831 7928 Mumbai – 400 012 Tel : 011 4109 5555 Tel : 011 4107 5555 Tel : 0265 231 2706 Tel : 022 4017 5057 IATA Offices
BENGALURU CHANDIGARH CHENNAI GURGAON HYDERABAD No. 5, 1 Floor SCO No. 48-49 Tarapore Towers ITC Green Centre 155, Mahalakshmi Trade Centre Sundaramurthy Road Sector 9 D 826, Anna Salai 10, Institutional Area Bowenpally Cox Town Chandigarh – 160 009 Chennai – 600 002 Sector 32, Gurgaon – 122 001 Secunderabad – 500 011 Bengaluru – 560 005 Tel : 0172 468 9701-06 Tel : 044 4397 0000 Tel : 0124 417 5051-60 Tel : 040 4023 3200-01 Tel : 080 4181 8181
KOLKATA MUMBAI NEW DELHI PUNE VADODARA ITC Centre, 4th Floor 287/14, Millsquare T-2, Community Centre B - 8 & 9, Fifth Avenue FF- 120, Dwarkesh complex 37, J L Nehru Road Dr E Borges Road Sheikh Sarai, Phase – 1 Plot 177/3 R C Dutt Road Kolkata – 700 071 Parel New Delhi – 110 017 Dhole Patil Road Vadodara – 390 005 Tel : 033 4001 3162 Mumbai – 400 012 Tel : 011 4605 9000 Pune – 411 001 Tel : 0265 231 4561-562 Tel : 022 4077 4077 Tel : 020 4011 2233
Car Rental Offices
AHMEDABAD BENGALURU – I BENGALURU – II BENGALURU – III CHANDIGARH 315, Akshar Complex 85, Sheriff House No. 573, 5th Main No. 5, 1 Floor SCO No 48-49 Shivranjani Cross Roads Richmond Road 5th Avenue, Teacher's Colony Sundaramurthy Road Sector 9 D Satellite Bengaluru – 560 025 Koramangala Post Cox Town Chandigarh – 160 009 Ahmedabad – 380 015 Tel : 080 4147 7788 Bengaluru - 560 342 Bengaluru – 560 005 Tel : 0172 468 9701-06 Tel : 079 2692 6091-92 Tel : 080 4190 9090 Tel : 080 4181 8181
CHENNAI GURGAON HYDERABAD INDORE KOLKATA Tarapore Towers 112, DLF Qutab Plaza 155, Mahalakshmi Trade Centre EW 80, Scheme 94 ITC Centre, 4th floor 826, Anna Salai Phase – 1 Bowenpally Ring Road 37, J L Nehru Road Chennai – 600 002 Gurgaon – 122 002 Secunderabad – 500 011 Indore – 452 001 Kolkata – 700 071 Tel : 044 4397 0000 Tel : 0124 438 1460-62 Tel : 040 4023 3200-201 Tel : 0731 493 6240 Te l : 033 4070 1408
MUMBAI - I MUMBAI - II NEW DELHI NOIDA PUNE 301/302, Crescent Business Park 287/14, Millsquare SU-1, UGF, Bhikaiji Cama Bhawan 9 & 10, Lower Ground Floor B-8 & 9, Fifth Avenue Andheri Kurla Road Dr E Borges Road Bhikaiji Cama Place Ansal Fortune Arcade Plot 177/3 Saki Naka, Andheri (E) Parel New Delhi – 110 066 Sector 18, Noida – 201 301 Dhole Patil Road Mumbai – 400 072 Mumbai – 400 012 Tel : 011 4165 9466 Tel : 0120 475 5600-05 Pune – 411 001 Tel : 022 6789 6000 Tel : 022 4077 4071-72 Tel : 020 4011 2204
VADODARA VASHI VISAKHAPATNAM FF- 120, Dwarkesh complex Shop No. 29, Mahavir Varsha Lalitha Plaza, Ground Floor R C Dutt Road Plot No. 8, 9 & 10 48-8-23, Dwaraka Nagar Vadodara – 390 005 Sector -6, Ghansoli Visakhapatnam – 530 016 Tel : 0265 231 4561-562 Navi Mumbai – 400 701 Tel : 0891 694 1111-15 Tel : 022 6590 0182
Site Office SILIGURI
2601 5113